Indivior Pharmaceuticals, Inc 8-K, filed Jun 24, 2025
Indivior Pharmaceuticals, Inc. (INDV)
8-K
2025-06-24
For: 2025-06-20
View Original
Added on
April 10, 2026
About this 8-K
Indivior Pharmaceuticals, Inc filed this 8-K on June 24, 2025, reporting on events of June 20, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): June 20, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: 804 -379-1040
| 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 | ||||||||||||
| INDV | London Stock Exchange | |||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of Stuart A. (Tony) Kingsley to the Board of Directors
On June 24, 2025, the Board of Directors of Indivior PLC (the “Company” or “Indivior”) announced that it appointed Stuart A. (Tony) Kingsley as a non-executive director effective July 1, 2025. The Company expects to appoint Mr. Kingsley to board committees at a later date.
Mr. Kingsley was selected by the Company to become a member of the Board of Directors with the assistance of a national search firm. Mr. Kingsley's appointment is consistent with Section 3.1.3 of the Amended and Restated Relationship Agreement between the Company and Oaktree Value Opportunities Fund, L.P., Oaktree London Liquid Value Opportunities Fund (VOF), L.P., Oaktree Phoenix Investment Fund, L.P. and Boston Patriot Arlington ST LLC made March 3, 2025, and there are no arrangements or understandings between Mr. Kingsley and any other person pursuant to which he was selected as a director.
The Company will compensate Mr. Kingsley for his service as a director consistent with all other non-executive directors and as set forth in the 2025 Directors’ Remuneration Policy, the complete text of which is set forth in Appendix 1 to the Company’s Notice of Annual General Meeting dated March 27, 2025 for the meeting held on May 8, 2025, a copy of which is available in the Investor Relations section of the Company’s website, www.indivior.com.
Mr. Kingsley has no direct or indirect material interest in any transaction in which the Company is or is to be a participant and which would require reporting under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Kingsley and any Company director or executive officer.
The Company’s related press release is attached as Exhibit 99.1 to this Current Report on Form 8−K and is incorporated by reference in its entirety.
Item 8.01 Other.
Director Equity Arrangements
As contemplated by the Company’s Remuneration Policy approved by shareholders on May 8, 2025, the Company took the following steps to facilitate an increase in the share ownership by its non-executive directors.
Specifically, effective June 20, 2025, each of Keith Humphreys, Daniel Ninivaggi, Barbara Ryan, Mark Stejbach, and David Wheadon (collectively, the “NEDs”), being the U.S. based non-executive directors of the Board of Directors, entered into a Purchase Plan with J.P Morgan Securities LLC (“JPMS”), pursuant to which JPMS will make quarterly purchases of the Company’s securities on behalf of each NED (the "Purchase Plan"). The NEDs intend for the Purchase Plan to qualify under SEC Rule 10b5-1. Pursuant to Paragraph 4 of the Purchase Plan, each NED authorizes the Company to make payment to JPMS of the purchase price on their behalf. Shares purchased on behalf of the NEDs will be subject to a one-year holding period.
Indivior PLC entered into a letter agreement with the NEDs on June 20, 2025 pursuant which Indivior will pay JPMS for all stock purchases made under the plan on behalf of the NEDs and represented to the NEDs that the Company was not aware of any material non-public information at the time they entered into the Purchase Plan.
Together, the two agreements allow each NED effectively to defer approximately 70% of their after-tax, base retainer fee for service as a director into Company shares (80% in the case of Dr. Wheadon).
Separately, Juliet Thompson, who is a U.K.-based non-executive director of the Company, and Timothy Thompson, who is a person closely associated with Juliet Thompson, purchased 1,925 and 3,850 Ordinary Shares, respectively, on June 11, 2025. Following this transaction, Ms. Thompson has an interest in 9,625 Ordinary Shares of the Company. The Company will reimburse Ms. Thompson for these purchases pursuant to the 2025 Directors' Remuneration Policy over the course of the next year.
Item 9.01 Exhibits
(d) Exhibits.
Exhibit No. | Description | |||||||
| 99.1 | Press release issued by Indivior PLC dated June 24, 2025. | |||||||
99.2† | Purchase Plan among Keith Humphreys, Daniel Ninivaggi, Barbara Ryan, Mark Stejbach, David Wheadon, and J.P. Morgan Securities LLC effective June 20, 2025. | |||||||
| 99.3 | Letter Agreement among Indivior PLC and Keith Humphreys, Daniel Ninivaggi, Barbara Ryan, Mark Stejbach, and David Wheadon, made as of June 20, 2025. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
† Confidential treatment requested as to certain portions, which portions have been omitted
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: June 24, 2025 | By: | /s/ Jeff Burris | ||||||
| Name: Jeff Burris | ||||||||
| Title: Chief Legal Officer | ||||||||
Exhibit 99.1
Indivior Appoints Tony Kingsley to the Board of Directors
Richmond, VA, June 24, 2025 – Indivior PLC (Nasdaq / LSE: INDV) today announced the appointment of Tony Kingsley to the Board of Directors as an Independent Non-Executive Director, effective July 1, 2025. Mr. Kingsley was appointed pursuant to Indivior’s relationship agreement with affiliates of Oaktree Capital Management, L.P., who supported his appointment.
Tony Kingsley is an accomplished biopharmaceutical executive with a distinguished track record of building and leading organizations across multiple scientific disciplines, therapeutic areas, and stages of development and commercialization.
“I am pleased to announce Tony’s appointment to the Indivior Board. He is an experienced biopharmaceutical leader recognized for his strategic vision, operational expertise, and ability to drive growth in complex, regulated environments,” said David Wheadon, M.D., Chair of the Board of Indivior. “Tony’s significant commercial and clinical development experience will be invaluable to Indivior as we work to realize the full potential of SUBLOCADE® and deliver value to all Indivior stakeholders.”
“Indivior has a long and successful track record of addressing the opioid use disorder with its portfolio of medicines to make meaningful recovery possible,” said Mr. Kingsley. “I look forward to working closely with the Board and management team to advance Indivior’s mission and strengthen its position as a leader in delivering life-transforming treatments for opioid use disorder.”
Mr. Kingsley currently serves as CEO and Director of Stablix, Inc., a biotechnology company pioneering deubiquitination therapeutics as novel modality. Prior to joining Stablix, Mr. Kingsley was President and CEO of Scholar Rock (Nasdaq: SRRK), a clinical-stage biopharmaceutical company focused on the treatment of serious diseases driven by protein growth factors. Previously, he led TARIS Bio as President and CEO, guiding the company through its acquisition by Janssen Pharmaceuticals in 2019. Earlier in his career, Mr. Kingsley held a series of senior leadership roles, including President and Chief Operating Officer at The Medicines Company (Nasdaq: MDCO) and Executive Vice President of Global Commercial Operations at Biogen (Nasdaq: BIIB), where he oversaw the launch and growth of multiple therapies in neurology and hemophilia. Prior to this, he held numerous senior general management roles in devices and diagnostics and was a partner at McKinsey & Company.
Mr. Kingsley graduated magna cum laude from Dartmouth College and received an M.B.A. from Harvard Business School.
About Indivior
Indivior is a global pharmaceutical company working to help change patients' lives by developing medicines to treat opioid use disorder (OUD). Our vision is that all patients around the world will have access to evidence-based treatment for OUD and we are dedicated to transforming OUD from a global human crisis to a recognized and treated chronic disease. Building on its global portfolio of OUD treatments, Indivior has a pipeline of product candidates designed to expand on its heritage in this category. Headquartered in the United States in Richmond, VA, Indivior employs over 1,000 individuals globally and its portfolio of products is available in over 30 countries worldwide. Visit www.indivior.com to learn more. Connect with Indivior on LinkedIn by visiting www.linkedin.com/company/indivior.
For Further Information
Jason Thompson | VP, Investor Relations Indivior PLC | +1 804 402 7123 jason.thompson@indivior.com | |||||||||
Tim Owens | Director, Investor Relations Indivior PLC | +1 804 263 3978 timothy.owens@indivior.com | |||||||||
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Exhibit 99.2
PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE LIKELY TO CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.
REDACTED MATERIAL IS MARKED WITH [***].
Purchase Plan
Purchase Plan, adopted June 18, 2025 (the “Purchase Plan”, and such date, the “Adoption Date”), among: (a) Keith Humphreys; (b) Daniel Ninivaggi; (c) Barbara Ryan; (d) Mark Stejbach and (e) David Wheadon; (each of (a), (b), (c), (d) and (e), a “Purchaser”, and collectively “Purchasers”); and (f) J.P. Morgan Securities LLC (“JPMS”).
RECITALS
WHEREAS, the Purchasers desire to establish this Purchase Plan to buy ordinary shares, $0.50 nominal value per share (the “Stock”) of Indivior PLC (the “Issuer”).
WHEREAS, the Purchasers desire to buy a total number of shares of Stock with an aggregate purchase price (before deduction of standard and customary commissions and fees) of between $680,000 (the “Minimum Total Buying Limit”) and $715,000 (the “Maximum Total Buying Limit”) from the Purchase Commencement Date to the Purchase Plan End Date (all shares of Stock purchased pursuant to this Purchase Plan, the “Total Plan Shares”);
WHEREAS, the Purchasers desire to engage JPMS to effect purchases of shares of Stock in accordance with the Purchase Plan;
NOW, THEREFORE, the Purchasers and JPMS hereby agree as follows:
A. IMPLEMENTATION OF THE PURCHASE PLAN
1. JPMS shall effect purchases (each a “Purchase”) of shares of Stock only on days on which the NasdaqGS (the “Exchange”) is open and the Stock trades regular way on the Exchange (“Trading Day”), pursuant to the specific instructions specified on Schedule A.
2. Each Purchaser acknowledges and agree that JPMS will handle the above order on a best efforts basis. In the event any limit prices of orders are away from the prevailing market at any time, there can be no assurance that such orders will be executed in whole or in part. Each Purchaser agrees that all orders may be partially executed and will not be treated as an all or none order.
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3. In accordance with JPMS’s customary procedures, JPMS will deposit shares of Stock purchased hereunder into the JPMorgan Chase Bank, N.A. Asset Custody Account or JPMS Margin Brokerage Account (“Account”) of each Purchaser against payment to JPMS (which, for the avoidance of doubt, may be made by such Purchaser or by Issuer on such Purchaser’s behalf pursuant to Paragraph A.4). Purchasers will be notified of all transactions pursuant to customary trade confirmations. Each Purchaser’s obligation to make payment in respect of any shares of Stock purchased for the Purchaser prior to any termination hereof shall survive such termination hereof.
4. JPMS will charge its reasonable and customary commissions for the purchase of shares of Stock under this Purchase Plan, together with any other expenses incurred by JPMS in connection with such purchases. For the avoidance of doubt, each Purchaser authorizes the Issuer to make payment to JPMS of the purchase price on their behalf.
5. The Total Plan Shares, other share amounts and prices, if applicable, set forth above and in Schedule A shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any change in capitalization with respect to the Issuer that occurs during the term of this Purchase Plan.
6. Subject to Paragraph E.6, purchases will commence under this Purchase Plan on the Purchase Commencement Date, as defined in Schedule A, and shall terminate on the earlier of (a) the close of business on the Purchase Plan End Date, as defined in Schedule A; (b) the date on which the Total Plan Shares have been purchased; (c) the date this Purchase Plan is terminated pursuant to Section D; (d) if applicable, the dissolution or termination of any Purchasers’ existence under applicable law, provided that any such dissolution or termination shall be made in good faith and not (i) for the purpose of indirectly causing termination of this Purchase Plan, (ii) as a part of a plan or scheme to evade the prohibitions of Rule 10b5-1 or other applicable securities laws, or (iii) as a part of a plan or scheme to evade the provisions of Section E of this Purchase Plan; (e) the date on which the unit of JPMS responsible for executing purchases of Stock pursuant to this Purchase Plan receives notice or otherwise becomes aware of (i) the closing of a tender or exchange offer with respect to the Stock or of a merger, acquisition, reorganization, recapitalization or comparable transaction affecting the securities of the Issuer as a result of which the Stock is to be exchanged or converted into shares of another company or for other consideration; or (ii) the commencement or impending commencement of any proceedings in respect of or triggered by Purchasers’ bankruptcy or insolvency; or (f) the failure of the Purchasers to comply with Paragraph A.3 above. Notwithstanding the above, this Purchase Plan shall not be considered effective, but instead shall be considered null and void, if at least one of the accounts referenced in A.3 above has not been established in the name of each of the Purchasers and open for the receipt of Stock by the Purchase Commencement Date. Each Purchaser understands that such an account cannot be opened until JPMS, and its affiliates have performed customer due diligence and customer identification in accordance with internal policies and
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procedures and relevant federal laws including, but not limited to, the Bank Secrecy Act as amended by the USA PATRIOT Act and the regulations promulgated thereunder. Each Purchaser understands that there may be significant time delays during this process and that an account may not be open for the receipt of Stock by the Purchase Commencement Date.
7. Each Purchaser acknowledges and agrees that it does not have authority, influence, or control over any purchases of Stock effected by JPMS pursuant to this Purchase Plan, and will not attempt to exercise any authority, influence or control over such purchases. JPMS agrees not to seek advice from Purchasers with respect to the manner in which it effects purchases under this Purchase Plan. JPMS may use its discretion in how to work the order to attempt to achieve the best execution below the maximum price per share, but at no time will the Purchasers communicate to JPMS any instructions on how to execute the order.
8. Purchasers will be notified of all transactions pursuant to customary trade confirmations that are provided in the normal course of business. In addition, JPMS will use reasonable efforts to notify both the Issuer and the Purchasers via email of each transaction pursuant to this Purchase Plan no later than one Trading Day after the trading date of such transaction. Such notifications shall be sent to the following distribution list as indicated in Schedule A, or such other persons as the Issuer may direct in writing from time to time.
9. Each Purchaser understands that JPMS may not be able to effect a purchase due to a market disruption or a legal, regulatory or contractual restriction or internal policy applicable to JPMS. If any purchase cannot be executed as required by Paragraph A.1, due to a market disruption, a legal, regulatory or contractual restriction applicable to JPMS or any other such event, such purchase shall be cancelled and shall not be effected pursuant to this Purchase Plan, and, notwithstanding any language to the contrary herein, there shall be no carryover associated with such cancelled purchase.
10. It is the intent of the parties that this Purchase Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) and Rule 10b-18 under the Securities Exchange Act of 1934 (the “Exchange Act”) and this Purchase Plan shall be interpreted to comply with the requirements thereof. JPMS shall comply with the requirements of paragraphs (b)(2), (b)(3) and (b)(4) of Rule 10b-18 under the Exchange Act in connection with Purchases of Stock in the open market pursuant to this Purchase Plan. Each Purchaser agrees not to take any action or cause another person to take any action that would cause Purchases not to comply with Rule 10b-18 or Rule 10b5-1.
B. REPRESENTATIONS AND AGREEMENTS OF PURCHASERS
1. Each Purchaser (on behalf of itself and all persons holding any interest in or authority over such Purchaser, including without limitation trustees, beneficiaries,
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grantors and their successors; such persons collectively, “Purchaser Related Persons”) represents and warrants that as of the time of execution of, and entering into, this Purchase Plan, (a) to the best of such Purchaser’s knowledge there is no blackout period (as defined in 17 C.F.R. Section 245.100(b), a “Blackout Period”) in effect for the Issuer, (b) neither such Purchaser nor any Purchaser Related Person is aware of any material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock) or of the actual or approximate beginning or ending dates of a Blackout Period for Issuer, and (c) such Purchaser is entering into this Purchase Plan, and the transactions contemplated herein, in good faith and not as part of a plan or scheme to evade the prohibitions of any applicable laws or regulations, such as Rules 10b5-1 and 10b-18 under the Exchange Act. Each Purchaser further agrees to act in good faith with regard to this Purchase Plan, including without limitation any suspension, termination and/or amendment. For the avoidance of doubt, to the extent a Purchaser is a director or officer of the Issuer (as defined in Rule 16a-1(f) under the Exchange Act, and regardless of whether Issuer is otherwise subject to Section 16 of the Exchange Act and the rules thereunder), such Purchaser’s representations in clauses (b) and (c) of this Paragraph B.1 are intended as “certifying” representations for purposes of Rule 10b5-1(c)(1)(ii)(C) under the Exchange Act.
2. At the time of each Purchaser’s execution of this Purchase Plan, neither such Purchaser nor any Purchaser Related Person has: (a) entered into or altered a corresponding or hedging transaction with respect to the Total Plan Shares; or (b) entered into or given any additional contract, instruction, or plan that would qualify for the affirmative defense under Rule 10b5-1(c)(1) under the Exchange Act. While this Purchase Plan remains in effect, each Purchaser agrees: (c) not to enter into any such transaction described in clause (a); and (d) not to enter into or give any additional contract, instruction or plan described in clause (b) without the prior consent of JPMS. JPMS will require certain representations from an applicable Purchaser and acknowledgement of Issuer as a condition to granting such consent.
3. Each Purchaser agrees to make all filings, if any, required under and monitor such Purchaser’s own compliance with Sections 13(d), 13(g) and 16 of the Exchange Act.
4. Each Purchaser acknowledges and agrees that JPMS has no duty to determine whether Purchasers have violated Sections 13(d), 13(g) or 16 of the Securities Exchange Act of 1934, as amended, or the rules adopted by the SEC thereunder, or any other laws or regulations applicable to the Purchasers in connection with this Purchase Plan. Each Purchaser understands that this Plan in no way alters such Purchaser’s obligations and responsibilities under Section 16, including those prohibitions against short swing profits. JPMS has no duty to ascertain or advise on any reporting or disclosure requirements that may apply to the Issuer (including, without limitation, the obligations contained in the U.S. Securities and Exchange Commission’s December 2022 rulemaking regarding Rule 10b5-1 under the Exchange Act and related matters (publicly available at 87 Federal Register 80362 (Dec. 29, 2022)).
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5. Each Purchaser understands the laws and regulations of U.S. states or non-United States jurisdictions (collectively, “State or Foreign Regulation”) may impose further restrictions or limitations on purchases of shares of Stock by or on behalf of such Purchaser. State or Foreign Regulation may include, without limitation, the European Union Market Abuse Regulation (Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014). Each Purchaser acknowledges and agrees that JPMS has no duty to determine whether any State or Foreign Regulation would impose restrictions or limitations on this Purchase Plan. Each Purchaser understands that this Purchase Plan in no way alters such Purchaser’s obligations and responsibilities, or the obligations and responsibilities of the Issuer, under State or Foreign Regulation. For the avoidance of doubt, references in this Purchase Plan to applicable laws, regulations and legal/regulatory restrictions shall be construed to include any applicable State and Foreign Regulation.
6. Each Purchaser acknowledges and agrees that JPMS has not provided such Purchaser with any tax, accounting or legal advice. Each Purchaser understands that such Purchaser should seek the advice of counsel regarding this Purchase Plan and the various securities and tax law issues related thereto.
7. Each Purchaser agrees to notify JPMS immediately in the event of (a) trading restrictions being imposed as the result of any applicable regulatory prohibition or lock up event restricting purchases by or on behalf of affiliates, such as a stock offering or tender offer; (b) circumstances that would cause the purchases contemplated by this Purchase Plan not to qualify as “Rule 10b-18 purchases” as defined in Rule 10b-18(a)(13); or (c) “Rule 10b-18 purchases” of the Stock by the Purchasers other than those contemplated by this Purchase Plan.
8. Each Purchaser represents and warrants that (a) such Purchaser is able to purchase shares of Stock, as contemplated by this Purchase Plan, in accordance with the Issuer’s insider trading policies, and (b) such Purchaser has, without contravening the representations and warranties in Paragraph B.2, obtained the acknowledgement of the Issuer to enter into this Purchase Plan.
9. To the extent this Purchase Plan constitutes a contract, instruction or plan described in Rule 10b5-1(c)(1)(ii)(E) (a “Single-Trade Plan”), each Purchaser represents and warrants that it has not entered into, and will not enter into, another Single-Trade Plan within 12 months before or after the Adoption Date of this Purchase Plan.
C. INDEMNIFICATION AND LIMITATION ON LIABILITY
1. Each Purchaser agrees, severally and not jointly, to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all
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claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Purchase Plan or arising out of or attributable to any breach by such Purchaser of this Purchase Plan (including such Purchaser’s representations and warranties hereunder) or any violation by such Purchaser of applicable laws or regulations. This indemnification shall survive termination of this Purchase Plan. Notwithstanding the foregoing, the Purchasers shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other person indemnified pursuant to this Paragraph C.1.a.
2. Notwithstanding any other provision hereof, JPMS shall not be liable to any Purchaser for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.
D. SUSPENSION, TERMINATION AND AMENDMENT
1. This Purchase Plan may be (a) suspended or terminated by Issuer at any time upon one Trading Day prior written notice or (b) terminated by the Purchasers collectively at any time upon one Trading Day prior written notice; provided however that JPMS may in its sole discretion decide to suspend or terminate on the same Trading Day that written notice is provided, if JPMS deems such action practicable. Any such suspension or termination shall be made in good faith and not as a part of a plan or scheme to evade the prohibitions of Rule 10b5-1 or other applicable securities laws. JPMS will require certain representations from each Purchaser and acknowledgement of Issuer as a condition to such suspension or termination.
2.This Purchase Plan shall be suspended, or at JPMS’s option, terminated, with respect to the Purchasers collectively, if JPMS receives notice, whether pursuant to Paragraph B.7 or otherwise, of (a) the occurrence of any legal, contractual or regulatory restriction applicable to Purchasers or their affiliates, including without limitation, any restriction related to a merger or acquisition, or (b) a stock offering requiring an affiliate lock-up, that would prohibit purchases pursuant to this Purchase Plan, or (c) if the Stock has been delisted from the Exchange, or becomes subject to the delisting procedure from the Exchange.
3. The Purchasers collectively may amend or modify the economic trading parameters of this Purchase Plan (such as the number, size, price and timing of orders, or
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the percentage allocation of purchased shares among Purchasers) only upon the written consent of JPMS. Any such amendment or modification shall be made in good faith and not as a part of a plan or scheme to evade the prohibitions of Rule 10b5-1 or other applicable securities laws. Each Purchaser agrees that they will not amend or modify this Purchase Plan at any time: (a) that a Blackout Period is in effect for the Issuer or (b) that any Purchaser or any person controlling any Purchaser (as such term is defined in Rule 405 under the Securities Act), or any Purchaser Related Person, is aware of any material non-public information about the Issuer and/or the Stock or of the actual or approximate beginning or ending dates of a Blackout Period for Issuer. JPMS will require certain representations from Purchasers and acknowledgement of Issuer as a condition to such amendment or modification.
E. GENERAL
1. This Purchase Plan shall be governed by and construed in accordance with the laws of the State of New York without reference to choice of law principles. Except for modifications or amendments governed by Paragraph D.3, this Purchase Plan may be modified or amended only by a writing signed by the parties hereto and acknowledged by the Issuer.
2. This Purchase Plan shall be subject to all terms and conditions governing the Purchasers’ Accounts, including the General Terms for Accounts and Services, the Asset Account Agreement and the JPMS Brokerage Agreement, including such provisions dealing with binding arbitration and waiving the right to litigate. This Purchase Plan, together with the terms and conditions referenced in the preceding sentence, as well as any amendments or modifications made pursuant to this Purchase Plan and those terms and conditions, represent the complete agreement between the parties on these subjects.
3. For the avoidance of doubt, to the extent this Purchase Plan requires Purchasers or any Purchaser Related Person to comply with the internal policies or procedures of the Issuer, each Purchaser acknowledges and agrees that JPMS may rely solely on Purchasers’ execution of this Purchase Plan and has no duty to inquire independently as to Purchasers’ or any Purchaser Related Person’s compliance with such Issuer policies or procedures.
4. All notices to JPMS under this Purchase Plan shall be given to JPMS by email: jpm_10b5-1@jpmchase.com.
5. Purchasers’ rights and obligations under this Purchase Plan may not be assigned or delegated without the written permission of JPMS.
6. This Purchase Plan shall not be effective until executed by all Purchasers and JPMS and acknowledged by Issuer. This Purchase Plan may be signed in any number of
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counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument.
[Signature page follows.]
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Signature(s):
By: /s/ Keith Humphreys | Date: 06/18/25 | ||||
Name: Keith Humphreys | |||||
By: /s/ Daniel Ninivaggi | Date: 06/18/25 | ||||
Name: Daniel Ninivaggi | |||||
By: /s/ Barbara Ryan | Date: 06/18/25 | ||||
Name: Barbara Ryan | |||||
By: /s/ Mark Stejbach | Date: 06/18/25date1\ | ||||
Name: Mark Stejbach | |||||
By: /s/ David Wheadon | Date: 06/19/25 | ||||
Name: David Wheadon | |||||
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J.P. Morgan Securities LLC Signature:
By: /s/ Richelle Mackiewicz | Date: 06/20/25 | ||||
Name: Richelle Mackiewicz | |||||
Title: Managing Director | |||||
Acknowledged by the Issuer (Indivior PLC):
Acknowledged:
By: /s/ Alice Givens | Date: 06/19/25 | ||||
Name: Alice Givens | |||||
Title: Company Secretary | |||||
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Schedule A
Issuer: Indivior PLC
Ticker: INDV
Purchasers: (a) Keith Humphreys; (b) Daniel Ninivaggi; (c) Barbara Ryan; (d) Mark Stejbach; and (e) David Wheadon;
Purchasers’ Affiliation Status (check all that apply):
____x______Affiliate under Rule 144
____x_____Insider under Section 16 of the Exchange Act1;
__________Officer
____x_____Director
_________Large Shareholder (i.e. 10%+)
____________Not an affiliate under Rule 144, but subject to Issuer’s trading windows
_________
_ Other
Note: Each Purchaser is a Non-Employee Director and all have the same Affiliation Status
•Plan Trading Period: October 1, 2025 (“Purchase Commencement Date”) through and including July 6, 2026 (“Purchase Plan End Date”)
•Minimum Total Buying Limit (aggregate purchase price, before deduction of standard and customary commissions and fees, of the Total Plan Shares): $680,000
•Maximum Total Buying Limit (aggregate purchase price, before deduction of standard and customary commissions and fees, of the Total Plan Shares): $715,000
Distribution List:
•Keith Humphreys ([***])
•Daniel Ninivaggi ([***])
•Barbara Ryan ([***])
•Mark Stejbach ([***])
•David Wheadon ([***])
1 This check box applies even if Issuer is a “foreign private issuer” exempt from the substantive requirements of section 16 of the Exchange Act.
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•Indivior PLC ([***])
On the first Trading Day of each Quarterly Trading Period1 as defined in the table below, JPMS will use best efforts to place an order to purchase, at the then prevailing market price, a number of shares of Indivior PLC in a size reasonably designed to ensure that, if the order is executed in full, will result in an aggregate purchase price within the minimum and maximum dollar amounts for such Quarterly Trading Period as shown in the table below. Each order will be good through the last Trading Day of the defined Quarterly Trading Period.
Table I
Quarterly Trading Periods (“QTP”)
| QTP # | Start Date1 | End Date | ||||||
| 1* | [***] | [***] | ||||||
| 2 | [***] | [***] | ||||||
| 3 | [***] | [***] | ||||||
| 4 | [***] | [***] | ||||||
QTP # | Order # | Quarterly Trading Period | ||||||||||||||||||
| Start Date | End Date | Minimum Dollar Amount to Purchase each Trading Period | Maximum Dollar Amount to Purchase each Trading Period | Market Price | ||||||||||||||||
1* | 1 | [***] | [***] | [***] | [***] | [***] | ||||||||||||||
2 | 2 | [***] | [***] | [***] | [***] | [***] | ||||||||||||||
3 | 3 | [***] | [***] | [***] | [***] | [***] | ||||||||||||||
4 | 4 | [***] | [***] | [***] | [***] | [***] | ||||||||||||||
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| Total Plan Purchase Amount = | $680,000 | $715,000 | ||||||||||||||||||
JPMS shall effect the purchase of shares of Indivior PLC (up to a maximum of Total Plan Shares) as follows:
•In no case shall purchases under this Purchase Plan on a single day exceed 25% of the maximum daily volume permitted for such day under Rule 10b-18(b)(4).
There will be no “block purchases” (as the term is used in Rule 10b-18) of Stock permitted under this Purchase Plan.
Following the completion of each purchase order, the percentage of purchased shares to allocate to each Purchaser, subject to normal rounding principles, shall be as follows:
Percentage of Purchased Shares to Allocate to Each Purchaser
| Purchaser: | % | ||||
| Keith Humphreys | 15.9091% | ||||
| Daniel Ninivaggi | 15.9091% | ||||
| Barbara Ryan | 15.9091% | ||||
| Mark Stejbach | 15.9091% | ||||
| David Wheadon | 36.3636% | ||||
| Totals: | 100.0000% | ||||
1The actual first Trading Day of the Trading Period #1 (and thus the actual Purchase Commencement Date) shall be the latest of (but no later than the 121st day following the adopted date):
i.the date indicated above as the start of the Trading Period
ii.the 91st day following the date on which the adopted date indicated in the first paragraph of this Purchase Plan falls; and
iii.the third Trading Day following the disclosure of the Issuer’s financial results on Form 10-Q or Form 10-K for the completed fiscal quarter in which the Adoption Date indicated in the first paragraph of this Purchase Plan falls.
JPMS’s obligation to place these orders is conditioned upon JPMS receiving written confirmation from Issuer (via email to jpm_10b5-1@jpmchase.com) of the exact date as determined pursuant to the formula above. JPMS shall handle orders for such Trading Period on the best-efforts basis described in Paragraph A.2 of this plan, which in some cases may mean handling such orders the business day following receipt of Issuer confirmation.
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Exhibit 99.3
Execution Version
Indivior PLC
234 Bath Road
Slough, Berkshire, United Kingdom
Slough, Berkshire, United Kingdom
June 20, 2025
Keith Humphreys
Daniel Ninivaggi
Barbara Ryan
Mark Stejbach
David Wheadon
c/o Indivior plc
234 Bath Road
Slough, Berkshire, United Kingdom
Ladies and Gentlemen:
Reference is made to the Purchase Plan dated as of June 18, 2025 (the “Purchase Plan”) by and among (a) Keith Humphreys; (b) Daniel Ninivaggi; (c) Barbara Ryan; (d) Mark Stejbach and (e) David Wheadon (each of (a), (b), (c), (d) and (e), a “Purchaser”, and collectively “Purchasers”); and (f) J.P. Morgan Securities LLC (“JP Morgan”) related to the purchase from time to time of ordinary shares, $0.50 nominal value per share (the “Stock”), of Indivior PLC (“Indivior”). Unless otherwise defined herein, capitalized terms defined in the Purchase Plan and used herein shall have the meanings ascribed to them in the Purchase Plan.
In consideration of the rights and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indivior and the Purchasers hereto agree as follows:
1.Indivior shall be responsible for all payments to JP Morgan in respect of any shares of Stock purchased pursuant to the Purchase Plan and shall make payments on behalf of each Purchaser to JP Morgan of the purchase price for any shares of Stock purchased pursuant to the Purchase Plan in accordance with Paragraphs A.3 and A.4 of the Purchase Plan.
2.Indivior agrees to indemnify and hold harmless each Purchaser from and against all claims, losses, damages and liabilities owed to JP Morgan, its directors, officers, employees and affiliates pursuant to the indemnity in Paragraph C.1 of the Purchase Plan.
3.Indivior represents and warrants to each of the Purchasers that as of the time of execution of, and entering into, the Purchase Plan, it is not aware of any material, nonpublic information with respect to Indivior or any of its subsidiaries or any securities of Indivior (including the Stock).
This letter agreement shall survive the termination of the Purchase Plan.
This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. For the avoidance of doubt, the Purchase Plan shall remain in full force and effect.
This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state.
EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT. EACH OF THE PARTIES HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.
This letter agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
This letter agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by each of the parties hereto.
(Next Page is Signature Page)
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This letter agreement shall be dated as of the date first written above.
Very truly yours,
INDIVIOR PLC | ||||||||
By: | /s/ Alice Givens | |||||||
| Name: Alice Givens | ||||||||
Title: Company Secretary | ||||||||
[Signature Page – Side Letter]
Acknowledged and agreed: KEITH HUMPHREYS | ||
| /s/ Keith Humphreys | ||
| DANIEL NINIVAGGI | ||
/s/ Daniel Ninivaggi | ||
| BARBARA RYAN | ||
/s/ Barbara Ryan | ||
MARK STEJBACH | ||
/s/ Mark Stejbach | ||
DAVID WHEADON | ||
/s/ David Wheadon | ||
[Signature Page – Side Letter]