Indivior Pharmaceuticals, Inc. filed a Form 8-K on August 3, 2026, under Regulation FD, disclosing the execution of an Agreement and Plan of Merger dated August 1, 2026, between Indivior, Supernus Pharmaceuticals, Inc., and Artemis Merger Sub Inc., a Wholly Owned Subsidiary of Indivior.

Key Highlights

  • Merger Agreement signed: The Agreement and Plan of Merger was dated August 1, 2026, by and among Indivior, Supernus Pharmaceuticals, Inc., and Artemis Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Indivior.
  • Joint conference call: Indivior and Supernus held a joint conference call on August 3, 2026, to discuss the merger agreement and transactions contemplated by it.
  • Investor Presentation furnished: A joint investor presentation dated August 3, 2026, was furnished as Exhibit 99.1 to the filing.
  • Registration statement planned: According to the filing, Indivior intends to file a registration statement on Form S-4 with the SEC, which will include a joint proxy statement/prospectus for both companies' stockholders.
  • Forward-looking statements included: The filing contains forward-looking statements described as the companies' own and subject to their cautionary language, including risks that the merger may not be completed and that anticipated benefits may not be realized.

Indivior-Supernus Merger Agreement: Key Details from the August 3 Disclosure

According to the filing, Indivior Pharmaceuticals, Inc. ( Nasdaq : INDV), a Delaware corporation headquartered at 10710 Midlothian Turnpike, Suite 125, North Chesterfield, VA 23235, disclosed on August 3, 2026, the execution of a merger agreement with Supernus Pharmaceuticals, Inc. The Agreement and Plan of Merger, dated August 1, 2026, also names Artemis Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Indivior, as a party to the transaction.

The filing was submitted under Item 7.01, Regulation FD Disclosure, and is also checked as a written communication pursuant to Rule 425 under the Securities Act. The filing states that Indivior and Supernus held a joint conference call on August 3, 2026, to discuss the merger agreement and the transactions contemplated by it. A joint investor presentation regarding the same was furnished as Exhibit 99.1. The filing describes the proposed transaction as a "merger of equals" in its forward-looking statements section, though this characterization is attributed to management's current expectations.

The filing notes that Indivior intends to file a Form S-4 registration statement with the SEC, incorporating a joint proxy statement/prospectus to be sent to stockholders of both Indivior and Supernus. The filing also discloses that the exchange ratio is fixed and "will not be adjusted for changes in the Market Price of Supernus or Indivior shares," and identifies, among other risks, the possible effect of additional indebtedness incurred to fund a " Special Dividend " on the combined company. All forward-looking statements in the filing are stated to be subject to risks and uncertainties identified in the companies' regulatory filings and in the forthcoming joint proxy statement/prospectus.

What Was Disclosed

Indivior filed under Regulation FD to disclose the August 1, 2026, merger agreement with Supernus Pharmaceuticals, the formation of merger subsidiary Artemis Merger Sub Inc., a related joint investor presentation, and plans to file a Form S-4 registration statement with the SEC.