Indivior PLC — Major Shareholding Notification 2025

Dec 23, 2025

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SCHEDULE 13D/A 0001011438-23-000556 0001823138 XXXXXXXX LIVE 13 Ordinary Shares, $0.50 nominal value per share 12/23/2025 false 0001625297 G4766E116 INDIVIOR PLC 10710 Midlothian Turnpike Suite 125 North Chesterfield VA 23235 John O'Callaghan (914) 690-8253 Two Seas Capital LP 32 Elm Place, 3rd Floor Rye NY 10580 0001823138 Two Seas Capital LP AF DE 6211854 0 6211854 0 6211854 N 4.98 IA PN Y Two Seas Capital GP LLC AF DE 6211854 0 6211854 0 6211854 N 4.98 HC OO Y Sina Toussi AF X1 6211854 0 6211854 0 6211854 N 4.98 IN HC Ordinary Shares, $0.50 nominal value per share INDIVIOR PLC 10710 Midlothian Turnpike Suite 125 North Chesterfield VA 23235 The following constitutes Amendment No. 13 ("Amendment No. 13") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by Two Seas Capital LP ("TSC"), Two Seas Capital GP LLC ("TSC GP") and Sina Toussi (collectively, the "Reporting Persons") on October 2, 2023, as amended by Amendment No. 1 filed on March 29, 2024, Amendment No. 2 filed on June 21, 2024, Amendment No. 3 filed on October 17, 2024, Amendment No. 4 filed on January 17, 2025, Amendment No. 5 filed on March 4, 2025, Amendment No. 6 filed on May 22, 2025, Amendment No. 7 filed on June 18, 2025, Amendment No. 8 filed on July 14, 2025, Amendment No. 9 filed on July 29, 2025, Amendment No. 10 filed on September 5, 2025, Amendment No. 11 filed on November 5, 2025, and Amendment No. 12 filed on December 10, 2025. This Amendment No. 13 amends and supplements the Schedule 13D as specifically set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Item 3 of the Schedule 13D is hereby amended and restated as follows: The aggregate purchase price of the 3,551,110 Ordinary Shares directly held by the Litigation Fund reported herein was approximately $16,672,021. The aggregate purchase price of the 2,660,744 Ordinary Shares directly held by the Global Fund reported herein was approximately $29,559,763. The Ordinary Shares directly held by the Funds were purchased with the working capital of the Funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) and proceeds from the Credit Facility for the Litigation Fund, provided by UBS AG, London Branch, pursuant to the Credit Facility Agreement, by and between, the Litigation Fund, as Borrower, and UBS, acting as Lender, dated June 16, 2022, as amended and restated on September 22, 2022, on April 5, 2023, and on June 19, 2023, as amended on December 20, 2023, as amended and restated by the Fifth Amendment Agreement dated June 20, 2024, and as amended and restated on December 20, 2024, by the Sixth Amendment Agreement. Each of the Reporting Persons may be deemed to beneficially own 6,211,854 Ordinary Shares of the Issuer, which represents approximately 4.98% of the Ordinary Shares outstanding, based on 124,853,897 Ordinary Shares of the Issuer outstanding as of October 1, 2025, based on information disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on October 30, 2025. The Funds have delegated to TSC sole voting and investment power over the securities held by the Funds pursuant to their respective Investment Management Agreements with TSC. As a result, each of TSC, TSC GP, as the general partner of TSC, and Mr. Toussi, as Chief Investment Officer of TSC and Managing Member of TSC GP, may be deemed to exercise voting and investment power over the Ordinary Shares directly held by the Funds. The Funds specifically disclaim beneficial ownership of the securities of the Issuer directly held by them by virtue of their inability to vote or dispose of such securities as a result of their respective Investment Management Agreements with TSC. The information in Item 3 regarding the number of Ordinary Shares held by the Funds is incorporated herein by reference. Items 7 through 10 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Transactions by the Reporting Persons (on behalf of the Funds) effected since the previous amendment to Schedule 13D was filed with the SEC on December 10, 2025, are set forth in Exhibit 99.1 and such information is incorporated herein by reference. The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated herein by reference. All securities reported in this Schedule 13D are directly held by the Funds, each of which are investment management clients of TSC. The limited partners of (or investors in) each of the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares held for the accounts of their respective Funds in accordance with their respective limited partnership interests (or investment percentages) in their respective Funds. On December 19, 2025, the Reporting Persons ceased to beneficially own more than five percent of the outstanding Ordinary Shares. 99.1 Transactions Effected by the Reporting Persons (on Behalf of the Funds) Since the Previous Schedule 13D Amendment was Filed. Two Seas Capital LP /s/ Sina Toussi Sina Toussi/Managing Member of Two Seas Capital GP LLC, its general partner 12/23/2025 Two Seas Capital GP LLC /s/ Sina Toussi Sina Toussi/Managing Member 12/23/2025 Sina Toussi /s/ Sina Toussi Sina Toussi/ Self 12/23/2025