INDV.NASDAQIndivior PLC

SCHEDULE: Two Seas Capital Trims Indivior Stake to 5.7%

Sentiment:

Beneficial Ownership Update

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Two Seas Capital LP and its affiliates have reduced their beneficial ownership in Indivior PLC to 5.7% through a series of open market transactions.

Capital raiseThe Litigation Fund utilizes proceeds from a Credit Facility provided by UBS AG, London Branch, for purchasing Ordinary Shares.The Credit Facility Agreement has been amended and restated multiple times, most recently on December 20, 2024, by the Sixth Amendment Agreement.
Worse than expectedThe reporting persons significantly reduced their beneficial ownership in Indivior PLC by a net of approximately 2.18 million shares since the previous amendment.A reduction in a substantial stake by an institutional investor can be perceived negatively by the market, suggesting a potential decrease in confidence or a strategic divestment.

Summary

  • Reporting persons (Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi) beneficially own 7,061,854 Ordinary Shares of Indivior PLC.
  • This represents approximately 5.7% of Indivior PLC's outstanding shares, based on 124,853,897 shares as of October 1, 2025.
  • The shares are held by two funds: Two Seas Global (Master) Fund LP and Two Seas Litigation Opportunities Fund LLC.
  • The aggregate purchase price for the Litigation Fund's 3,807,082 shares was approximately $18,337,492.
  • The aggregate purchase price for the Global Fund's 3,254,772 shares was approximately $38,145,920.
  • Funds were sourced from working capital, including margin loans and a credit facility from UBS AG, London Branch for the Litigation Fund.
  • Since November 5, 2025, the reporting persons engaged in significant net sales of Indivior PLC Ordinary Shares, reducing their overall beneficial ownership by approximately 2.18 million shares.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to the significant net reduction in the reporting persons' stake, which could signal a lack of conviction or profit-taking, despite some purchases at lower prices. The use of margin loans and a credit facility for funding also introduces a layer of financial risk for the reporting persons.

Positives

  • The reporting persons engaged in some purchases of shares at various price points, indicating continued interest in the stock at certain valuations.
  • Sales transactions generally occurred at higher price points, suggesting strategic profit-taking by the reporting persons.

Negatives

  • The reporting persons significantly reduced their beneficial ownership in Indivior PLC by a net of approximately 2.18 million shares since the previous amendment.
  • This reduction in stake could be interpreted as a decrease in conviction or a strategic divestment from a portion of their position.

Risks

  • The reporting persons' funds utilize margin loans and a credit facility for purchasing Ordinary Shares, introducing financial leverage risk to their investment strategy.

Future Outlook

The filing does not provide forward-looking statements or guidance from Indivior PLC. It details the reporting persons' current ownership and recent trading activity, which indicates a reduction in their stake.

Industry Context

This filing reflects a significant reduction in a major institutional investor's stake in Indivior PLC. While the specific reasons for the reduction are not disclosed, such a move by a substantial shareholder can sometimes signal a shift in investment strategy or a re-evaluation of the company's prospects relative to its sector. Without further context on Indivior's recent performance or industry trends, it's difficult to ascertain the broader implications, but a reduction in a 5%+ stake is noteworthy for market observers.

Comparison to Industry Standards

  • NA

Stakeholder Impact

  • Shareholders: The reduction in stake by a significant investor could lead to negative market sentiment and potentially impact share price.
  • Creditors (UBS AG, London Branch): The Credit Facility for the Litigation Fund indicates an ongoing financial relationship and exposure.

Next Steps

  • The filing does not explicitly mention future actions or milestones for Indivior PLC or the reporting persons, beyond the ongoing management of their investment.

Key Dates

DateDescription
June 16, 2022Initial date of Credit Facility Agreement between Litigation Fund and UBS AG, London Branch.
September 22, 2022Amendment and restatement of Credit Facility Agreement.
April 5, 2023Amendment and restatement of Credit Facility Agreement.
June 19, 2023Amendment and restatement of Credit Facility Agreement.
December 20, 2023Amendment of Credit Facility Agreement.
October 2, 2023Original Schedule 13D filing date.
March 29, 2024Amendment No. 1 filed.
June 20, 2024Fifth Amendment Agreement to Credit Facility Agreement.
June 21, 2024Amendment No. 2 filed.
October 17, 2024Amendment No. 3 filed.
December 20, 2024Sixth Amendment Agreement to Credit Facility Agreement.
January 17, 2025Amendment No. 4 filed.
March 4, 2025Amendment No. 5 filed.
May 22, 2025Amendment No. 6 filed.
June 18, 2025Amendment No. 7 filed.
July 14, 2025Amendment No. 8 filed.
July 29, 2025Amendment No. 9 filed.
September 5, 2025Amendment No. 10 filed.
October 1, 2025Date for which Indivior PLC's outstanding shares (124,853,897) were reported in its Form 10-Q.
October 30, 2025Indivior PLC's Form 10-Q filing date.
November 5, 2025Previous Schedule 13D amendment (No. 11) filed.
November 6, 2025First reported transaction date by Two Seas Global Fund.
December 8, 2025Date of event requiring this Schedule 13D filing.
December 10, 2025Latest reported transaction date and filing date of Amendment No. 12.

Recommendation

hold

While the significant net sales by Two Seas Capital could be interpreted negatively, indicating a reduction in conviction or profit-taking, the remaining 5.7% stake still represents a substantial position. The sales occurred at generally higher price points, suggesting a strategic move rather than a distressed exit. Without further information on the reporting persons' investment thesis or Indivior PLC's recent performance, a 'hold' recommendation is prudent. Investors should monitor future filings for further changes in ownership and evaluate Indivior's fundamentals independently.

Keywords

Indivior PLC, Two Seas Capital, Schedule 13D, Beneficial Ownership, Shareholding, Investment Fund, SEC Filing, Equity Stake, G4766E116

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