FORM 8.1(a) & (b) - Avadel Pharmaceuticals plc

Rhea-AI Summary

Avadel Pharmaceuticals (NASDAQ:AVDL) filed an Opening Position Disclosure under Rule 8.1(a)&(b) of the Irish Takeover Panel Rules dated 5 November 2025 covering the position at 4 November 2025.

The company is listed as the offeree. It reported no owned or short positions in any class of its relevant securities held by the discloser. Directors collectively held 794,959 ordinary shares (0.81%) and 4,347,557 underlying stock awards/options as of midnight 4 November 2025. Folio Investments reported 20 shares (0.00%).

No indemnities or voting arrangements were disclosed, no Supplemental Form 8 was attached, and the disclosure contact is Jerad Seurer.

Insights

Corporate governance analyst

Regulatory opening-position filing shows no third‑party stakes; directors hold modest equity and sizable option exposure.

As disclosed, Avadel Pharmaceuticals plc filed an Opening Position Disclosure with position date 4 November 2025 and disclosure date 5 November 2025. The filing shows the discloser as the offeree and reports NIL holdings or short positions by any third party in the relevant securities, while the company's directors collectively hold 794,959 ordinary shares (0.81) and 4,347,557 underlying option/RSU rights.

The business mechanism at play is a regulatory transparency step in a potential takeover context: an Opening Position Disclosure documents who holds relevant securities and who might be acting in concert. The record of NIL outside holdings and the small Folio Investments position (20 shares) reduces apparent external accumulation as of the reporting date but highlights director-level equity and sizeable unexercised rights that could influence control dynamics if exercised.

Key dependencies and risks include exercise or settlement of the disclosed outstanding rights, changes after 4 November 2025, and any subsequent Supplemental Form 8 filings. Watch for any later disclosures that change ownership percentages, reports of concert parties, or supplemental statements within the coming days to weeks for material shifts to this picture.

U.K. DISCLOSURE, Nov. 05, 2025 (GLOBE NEWSWIRE) --

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FORM 8.1(a) & (b)
(Opening Position Disclosure)

IRISH TAKEOVER PANEL

OPENING POSITION DISCLOSURE UNDER RULE 8.1(a) AND (b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY AN OFFEROR OR AN OFFEREE

1.      KEY INFORMATION

(a) Full name of discloser:	Avadel Pharmaceuticals plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Avadel Pharmaceuticals plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held: The latest practicable date prior to the disclosure	4 November 2025
(f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A”	N/A

2.      INTERESTS AND SHORT POSITIONS

If there are interests and positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.

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Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates (Note 1)

Class of relevant security: (Note 2)
	Interests		Short positions
	Number	%	Number	%
(1)   Relevant securities owned and/or controlled:	NIL	-	NIL	-
(2)   Cash-settled derivatives:	NIL	-	NIL	-
(3)   Stock-settled derivatives (including options) and agreements to purchase/ sell:	NIL	-	NIL	-
Total:	NIL	-	NIL	-

All interests and all short positions should be disclosed.

Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.

3.      INTERESTS AND SHORT POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY MAKING THE DISCLOSURE

Details of any interests and short positions (including directors’ and other employee options) of any person acting in concert with the party making the disclosure:
The directors of the Offeree detailed in the table below (together with their connected persons under Rule 3.3(b)(ii) of Part A of the Irish Takeover Rules) have the following interests in the Offeree:
Director	Class of Relevant Security	Number of ordinary shares held at midnight on 4 November 2025	Percentage of total issued ordinary share capital (rounded) (%)	Total number of ordinary shares underlying outstanding stock options, restricted share units and other subscription rights
Peter Thornton	Ordinary shares of US$0.01 each	104,055	0.11	252,000
Linda Palczuk	Ordinary shares of US$0.01 each	67,900	0.07	277,000
Geoffrey Glass	Ordinary shares of US$0.01 each	155,979	0.16	252,000
Eric Ende	Ordinary shares of US$0.01 each	208,900	0.21	260,057
Gregory Divis	Ordinary shares of US$0.01 each	169,100	0.17	2,922,000
Mark McCamish	Ordinary shares of US$0.01 each	78,025	0.08	302,000
Naseem Sajjid Amin	Ordinary shares of US$0.01 each	11,000	0.01	82,500
TOTAL	-	794,959	0.81	4,347,557

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.

Interests and short positions held by Folio Investments Inc., an entity under the same control as Goldman Sachs & Co. LLC, presumed concert party of the offeree
Class of relevant security: Ordinary shares of $0.01 each
	Interests		Short positions
	Number	%	Number	%
(1)   Relevant securities owned and/or controlled:	20	0.00	0	-
(2)   Cash-settled derivatives:	0	0.00	0	-
(3)   Stock-settled derivatives (including options) and agreements to purchase/ sell:	0	0.00	0	-
Total:	20	0.00	0	-

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4.      OTHER INFORMATION

(a)      Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b)      Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

None

(c)      Attachments

Is a Supplemental Form 8 attached?	YES/NO
	No

Date of disclosure:	5 November 2025
Contact name:	Jerad Seurer
Telephone number:	+1 636-730-1420

Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service.

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NOTES ON FORM 8.1(a) and (b)

1.        See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) of Part B of the Rules.

2.        See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.

3.        If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.

For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.

References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.

FAQ

What did Avadel Pharmaceuticals (AVDL) disclose in its 5 November 2025 Opening Position Disclosure?

Avadel disclosed it is the offeree, reported no owned or short positions for the discloser as of 4 November 2025, and listed directors' holdings and awards.

How many shares and stock awards did Avadel directors hold at midnight on 4 November 2025 (AVDL)?

Directors held a total of 794,959 ordinary shares (0.81%) and 4,347,557 underlying stock options/awards.

Did Avadel (AVDL) report any short positions or derivative positions in the 5 November 2025 filing?

No. The filing reports NIL for relevant securities owned/controlled, cash‑settled derivatives, and stock‑settled derivatives for the discloser.

Does the Avadel (AVDL) disclosure include any indemnities, voting arrangements, or supplemental forms?

No. The disclosure states none for indemnities and arrangements, and indicates No Supplemental Form 8 attached.

Who is the contact listed on Avadel's (AVDL) 5 November 2025 disclosure?

The contact provided is Jerad Seurer with telephone number +1 636-730-1420.