INDV

• Each Supernus share will convert into 1.5401 Indivior shares; Indivior stockholders will own ~56.5% and Supernus stockholders ~43.5% of the combined company.
• Indivior will declare a $1 billion special cash dividend before the merger closes, funded partly by a $650 million Citibank term loan.
• The combined company will be named Supernus, Inc., trade on Nasdaq as 'SUPN', with Jack A. Khattar as CEO and Timothy C. Dec as CFO.
• Closing requires stockholder approvals, HSR clearance, and other conditions; termination fees are $174M (Indivior) and $101M (Supernus).

1.01 Entry into a Material Definitive Agreement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Q2 2026 total net revenue was $343 million, up 14% year-over-year from $302 million.
• Record quarterly GAAP net income of $122 million and non-GAAP net income of $142 million.
• Record quarterly adjusted EBITDA of $186 million, up 111% year-over-year.
• Company raised full-year 2026 net revenue guidance to $1,295-$1,365 million and adjusted EBITDA to $700-$740 million.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The merger is described as a 'merger of equals' and is expected to create a combined company with a portfolio of 11 medicines across four key therapeutic areas: addiction, ADHD, postpartum depression, and Parkinson's disease.
• The combined company is expected to generate at least $125 million in annual cost synergies and is projected to be a $2.2 billion CNS leader.
• A joint conference call and investor presentation were held on August 3, 2026, and the investor presentation was furnished as Exhibit 99.1 to the Form 8-K.
• The transaction is subject to stockholder approvals, regulatory approvals, and other customary closing conditions; a joint proxy statement/prospectus will be filed with the SEC.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Effective June 1, 2026, Indivior Pharmaceuticals will eliminate the position of Chief Scientific Officer.
• Dr. Heidbreder's employment will terminate on December 31, 2026, treated as a termination without cause under his existing employment agreement.
• At the May 13, 2026 annual meeting, shareholders elected all eight director nominees and approved all proposals, including say-on-pay and ratification of PwC as auditor.
• Shareholders favored an annual say-on-pay vote, which the company will adopt until at least the 2032 annual meeting.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders

• The ASR is part of Indivior's previously announced $400 million share repurchase program authorized by its Board of Directors.
• Indivior paid the $175 million prepayment amount and received an initial delivery of 3,717,473 shares.
• The final number of shares repurchased will be based on the volume-weighted average price during the ASR term, less a discount.
• Final settlement is expected by June 22, 2026, and the company does not expect the ASR to impact its financial guidance.

7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Q1 2026 total net revenue was $317 million, up 19% year-over-year from $266 million.
• GAAP net income was $89 million ($0.69 diluted EPS) versus $47 million ($0.38 diluted EPS) in Q1 2025.
• Adjusted EBITDA was a record $164 million, up 112% year-over-year from $78 million.
• Full-year 2026 guidance raised: net revenue now $1,215M-$1,285M, total SUBLOCADE net revenue $950M-$990M, adjusted EBITDA $620M-$660M.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The notes mature on March 15, 2031, accrue interest at 0.625% per annum paid semi-annually, and have an initial conversion price of approximately $41.66 per share (about 35% premium over the March 12, 2026 stock price).
• The company used part of the offering proceeds to prepay all outstanding principal, accrued interest, and fees under its November 4, 2024 Note Purchase Agreement, which was terminated on March 17, 2026.
• The notes are senior unsecured obligations, redeemable at the company's option on or after March 20, 2029 under certain conditions, and include customary fundamental change and event of default provisions.
• The notes were sold to initial purchasers under Section 4(a)(2) of the Securities Act and resold to qualified institutional buyers under Rule 144A; up to 16,202,200 shares of common stock may be issued upon conversion.

1.01 Entry into a Material Definitive Agreement · 1.02 Termination of a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 3.02 Unregistered Sales of Equity Securities · 9.01 Financial Statements and Exhibits

• On March 12, 2026, Indivior Pharmaceuticals, Inc. priced an upsized $450.0 million offering of 0.625% convertible senior notes due 2031, up from the previously announced $400.0 million.
• The initial conversion rate is 24.0033 shares per $1,000 principal, representing an initial conversion price of approximately $41.66 per share, a 35.0% premium over the last reported sale price on March 12, 2026.
• Indivior granted initial purchasers a 30-day option to buy up to an additional $50.0 million principal amount; settlement is expected on March 17, 2026.
• Net proceeds are estimated at $437.7 million (or $486.4 million if the option is fully exercised), to be used to repay term loan and revolving credit facility borrowings, repurchase about $75.0 million of common stock, and for general corporate purposes.

8.01 Other Events · 9.01 Financial Statements and Exhibits