Short answer
Indivior Pharmaceuticals, Inc. (INDV) filed an 8-K current report with the SEC on August 3, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1). Indivior agreed to acquire Supernus in an all-stock merger at a 1.5401 exchange ratio per Supernus share.
Indivior Pharmaceuticals, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- Indivior agreed to acquire Supernus in an all-stock merger at a 1.5401 exchange ratio per Supernus share
- Indivior shareholders retain approximately 56.5% ownership, while Supernus shareholders receive approximately 43.5% of the Combined Company
- $1.0 billion special dividend creates substantial funding needs, supported by Citibank’s committed $650 million senior secured term loan
- Combined Company to be renamed Supernus, Inc., trade on Nasdaq under “SUPN,” with Jack Khattar as CEO and Timothy Dec as CFO
- Closing requires shareholder approvals, regulatory clearance and other conditions, with termination fees of $174.0 million for Indivior and $101.0 million for Supernus
Item 7.01 · Regulation FD Disclosure
- Joint Indivior–Supernus press release announces execution of a merger agreement
- Merger terms and transaction implications contained in Exhibit 99.3
- Filing signals a potentially material corporate transaction requiring investor review of deal conditions and consideration
Item EX-99.1 · Exhibit EX-99.1
- Voting agreement supports Indivior’s proposed acquisition of Supernus through a stockholder commitment to approve share issuance and merger transactions
- Stockholder must vote against competing proposals and actions that could delay or impede the merger
- Transfer restrictions and stop-transfer instructions limit disposition of covered Indivior shares until approval, termination, or closing
- Agreement expires upon merger termination, required approval, closing, or an adverse recommendation change
- Stockholder monetary damages capped at covered shares multiplied by $38.85; Supernus retains specific-performance remedies
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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