Alkermes (Nasdaq: ALKS) closes Avadel acquisition, adds LUMRYZ and $1.5B loans

Rhea-AI Filing Summary

Alkermes plc completed its acquisition of Avadel Pharmaceuticals plc, gaining the FDA‑approved narcolepsy drug LUMRYZ and a commercial team experienced in sleep medicine. The deal was executed via an Irish court‑sanctioned scheme of arrangement.

Avadel shareholders became entitled to receive $21.00 in cash per share plus one contingent value right that may pay an additional $1.50 per share if a specified milestone in the CVR agreement is met. Avadel will be delisted from Nasdaq and deregistered under U.S. securities laws.

To finance the Acquisition, Alkermes borrowed $1.525 billion under new senior secured term loan A and B facilities maturing in 2031 and used approximately $750 million of its cash. A prior bridge term loan facility of about $1.5 billion was terminated. Alkermes states the transaction is expected to be accretive in 2026 and to enhance its revenue growth profile while expanding its neuroscience portfolio and late‑stage pipeline in sleep and other neurological disorders.

Insights

Biopharma M&A and capital structure analyst

Alkermes makes a leveraged, all‑cash move into sleep medicine, adding LUMRYZ and significant new term debt.

Alkermes completed an all‑cash acquisition of Avadel, paying $21.00 per share plus a CVR potentially worth another $1.50. In return, it acquires LUMRYZ, an FDA‑approved once‑nightly sodium oxybate for narcolepsy, and a commercial infrastructure focused on sleep medicine and rare disease.

Financing mixes internal resources and leverage: Alkermes drew $1.525 billion from new senior secured term loan A and B facilities, each due in 2031, and applied about $750 million of balance sheet cash, replacing a bridge facility of roughly $1.5 billion. Interest is based on Term SOFR or an Alternate Base Rate plus stated margins.

The company characterizes the deal as expected to be accretive in 2026 and as enhancing its revenue growth profile, supported by LUMRYZ and pipeline candidates like alixorexton and valiloxybate. Actual outcomes will depend on LUMRYZ uptake within an estimated U.S. pool of more than 50,000% oxybate‑eligible narcolepsy patients, successful integration, and the company’s ability to manage and pay down the new term debt with cash flows.

8-K Event Classification

6 items: 1.01, 1.02, 2.01, 2.03, 7.01, 9.01

6 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

Alkermes plc. 0001520262 false 0001520262 2026-02-12 2026-02-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 12, 2026

ALKERMES PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland		001-35299		98-1007018
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Connaught House, 1 Burlington Road

Dublin 4, Ireland D04 C5Y6

(Address of principal executive offices)

Registrant’s telephone number, including area code: + 353-1-772-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, $0.01 par value		ALKS		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Term Loan Credit Facilities

On February 12, 2026, in connection with the Acquisition (as defined below), Alkermes plc (the “Company”) entered into a credit agreement (the “Credit Agreement”), by and among Alkermes plc, as the TopCo Borrower, Alkermes, Inc., as the U.S. Borrower, Alkermes Finance LLC, as the U.S. Co-Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Joint Lead Arranger and Joint Bookrunner, BofA Securities, Inc., as Joint Lead Arranger and Joint Bookrunner, and the lenders party thereto. The Credit Agreement provides for (i) a senior secured term loan A facility in an aggregate principal amount of up to $750 million (the “TLA Facility”) and (ii) a senior secured term loan B facility in an aggregate principal amount of up to $775 million (the “TLB Facility” and together with the TLA Facility, the “Facilities”). The TLA Facility matures on February 12, 2031, and the TLB Facility matures on August 12, 2031. On the closing date of the Facilities (the “Closing Date”), we borrowed the full $1.525 billion available under the Facilities.

Borrowings under the TLA Facility will bear interest at an annual rate of, at our option, either (i) the Term SOFR Rate (as defined in the Credit Agreement) plus a Secured Net Leverage Ratio (as defined in the Credit Agreement)-based margin, which will initially be 2.75% per annum or (ii) the Alternate Base Rate (as defined in the Credit Agreement) plus a Secured Net Leverage Ratio-based margin, which will initially be 1.75% per annum. Borrowings under the TLB Facility will bear interest at an annual rate of, at our option, either (i) the Term SOFR Rate plus a margin of 2.75% per annum or (ii) the Alternate Base Rate plus a margin of 1.75% per annum. We have agreed to pay certain fees and expenses in connection with the Facilities, as set forth in the Credit Agreement and certain related fee letters.

The Credit Agreement (other than with respect to the TLB Facility) requires the maintenance of a maximum Secured Net Leverage Ratio and a minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement), in each case, with the levels set forth in the Credit Agreement, as of the last day of any of our fiscal quarters ending after the Closing Date. In addition, the Credit Agreement contains customary affirmative and negative covenants, including limitations on indebtedness, liens, mergers, consolidations, sales of assets, investments, transactions with affiliates, restricted payments and sales and leasebacks. The Credit Agreement also contains certain customary events of default, including upon a change of control.

The Credit Agreement is guaranteed by subsidiary guarantors and secured by a lien on substantially all of the assets of the borrowers and the subsidiary guarantors, whether owned as of the Closing Date or thereafter acquired.

The foregoing description of the Credit Agreement does not purport to be complete, provides only a summary of the material terms of the Credit Agreement, and is subject to, and qualified in its entirety by reference to, the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

Item 1.02 Termination of a Material Definitive Agreement.

On February 12, 2026, in connection with completion of the Acquisition (as described in Item 2.01 below) and the Company’s entry into the Credit Agreement (as described in Item 1.01 above), the Company terminated the previously disclosed amended and restated bridge term loan credit agreement by and among the Company, as the TopCo Borrower, Alkermes, Inc., as the U.S. Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, and the lenders party thereto (the “Bridge Credit Agreement”) entered into on November 18, 2025, which provided for a senior secured bridge term loan facility in an aggregate amount of up to approximately $1.5 billion to fund the Acquisition. The Bridge Credit Agreement was terminated as the commitments under the Credit Agreement, together with the Company’s cash on hand, were sufficient to fund the Acquisition.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 12, 2026, the Company and Avadel Pharmaceuticals plc (“Avadel”), completed the transactions contemplated by the previously announced Transaction Agreement (the “Original Transaction Agreement”) dated October 22, 2025, as amended by Amendment No.1 to the Transaction Agreement (the “Amendment”) dated November 18, 2025, by and between the Company and Avadel (as amended, the “Transaction Agreement”). Pursuant to a court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act 2014 (the “Scheme”), the Company acquired the entire issued and outstanding ordinary share capital of Avadel (the “Acquisition”) and Avadel became a wholly owned subsidiary of the Company. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Transaction Agreement.

The Acquisition was conditioned on, among other things, the sanction of the Scheme by the High Court of Ireland (the “High Court”) and the delivery of the order of the High Court sanctioning the Scheme (the “Court Order”) to the Registrar of Companies in Dublin, Ireland. On February 10, 2026, the High Court sanctioned the Scheme. On February 12, 2026, the Court Order was delivered to the Registrar of Companies, at which time the Scheme became effective (the “Effective Time”).

At the Effective Time, the Company acquired all of the issued and outstanding ordinary shares of Avadel, nominal value $0.01 per share (the “Avadel Shares”), other than Avadel Shares held by Alkermes or any of its concert parties (if any), and each holder of Avadel Shares outstanding as of 11:59 p.m., New York City time, on February 11, 2026, the business day prior to the occurrence of the Effective Time, became entitled to receive (i) $21.00 in cash (the “Cash Consideration”) for each Avadel Share and (ii) one non-transferable contingent value right (a “CVR”) for each Avadel Share, in each case in accordance with the terms of the Scheme and the Contingent Value Rights Agreement entered into at or prior to the Effective Time (the “CVR Agreement”), substantially in the form attached as Exhibit A to the Original Transaction Agreement. Each CVR represents a contractual right to receive a potential additional cash payment of $1.50 per Avadel Share upon the achievement of the milestone set forth in the CVR Agreement prior to the milestone expiration set forth in the CVR Agreement, subject to the terms and conditions thereof.

Pursuant to the Transaction Agreement, at the Effective Time:

(i) each option to purchase Avadel Shares granted under any Avadel equity incentive plan, program or arrangement under which equity awards were outstanding (the “Avadel Share Plans”) (each, an “Avadel Option”) having an exercise price less than the Cash Consideration (each such option, an “Avadel Cash-Out Option”) that was outstanding immediately prior to the Effective Time, whether or not vested, was cancelled and converted into the right to receive (without interest), in consideration of the cancellation

of such Avadel Cash-Out Option, (A) an amount in cash (less applicable tax and any other mandatory withholdings), equal to the product of (x) the total number of Avadel Shares subject to such Avadel Cash-Out Option immediately prior to the Effective Time multiplied by (y) the excess of the Cash Consideration over the applicable exercise price per Avadel Share under such Avadel Cash-Out Option, and (B) one (1) CVR for each Avadel Share subject to such Avadel Cash-Out Option immediately prior to the Effective Time (without regard to vesting);

(ii) each Avadel Option that is not an Avadel Cash-Out Option and any Avadel Option with an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time, whether or not vested, was cancelled for no consideration;

(iii) each award of restricted share units representing the right to receive one or more Avadel Shares or the cash value thereof upon vesting and settlement whether granted pursuant to the Company Share Plans or otherwise (each, an “Avadel RSU Award”) that was outstanding was cancelled and, in exchange therefor, the holder of such cancelled Avadel RSU Award was entitled to receive (without interest), in consideration of the cancellation of such Avadel RSU Award, (A) an amount in cash (less applicable tax or any other mandatory withholdings) equal to the product of (x) the total number of Avadel Shares subject to such Avadel RSU Award immediately prior to the Effective Time multiplied by (y) the Cash Consideration and (B) one (1) CVR for each Avadel Share subject to such Avadel RSU Award immediately prior to the Effective Time (without regard to vesting); and

(iv) each award of Avadel Shares subject to vesting restrictions or forfeiture back to Avadel (each, an “Avadel Restricted Stock Award”), whether granted pursuant to the Avadel Share Plans or otherwise that was outstanding immediately prior to the Effective Time vested in full as of immediately prior to the Effective Time and was treated in the same manner as all other Avadel Shares.

In connection with the completion of the Acquisition, trading of the Avadel Shares on The Nasdaq Global Market (“Nasdaq”) was halted and the Avadel Shares will be delisted from Nasdaq. Pursuant to the terms of the Transaction Agreement, the Company and Avadel will take steps to cause the Avadel Shares to be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as promptly as practicable following the Effective Time.

The foregoing descriptions of the Original Transaction Agreement, the Amendment, and Appendix III to the Rule 2.7 Announcement (the “Conditions Appendix”) do not purport to be complete and are subject to, and qualified in their entireties by, the full text of the Original Transaction Agreement, the Amendment and the Conditions Appendix, copies of which are incorporated by reference as Exhibits 2.1, 2.2 and 2.3 to this Current Report on Form 8-K and incorporated by reference into this Item 2.01. References to the Transaction Agreement or the Original Transaction Agreement from and after the entry into the Amendment on November 18, 2025 refer to the Original Transaction Agreement as amended by the Amendment.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 12, 2026, the Company entered into the Credit Agreement as described under Item 1.01 above. The foregoing description of the Credit Agreement set forth in Item 1.01 and the full text of the Credit Agreement, a copy of which is filed herewith as Exhibit 10.1, are incorporated by reference into this Item 2.03.

On February 12, 2026, we terminated the previously disclosed Bridge Credit Agreement entered into in order to fund the Acquisition, as described in Item 1.02 above.

Item 7.01 Regulation FD Disclosure.

On February 12, 2026, the Company and Avadel issued a joint press release announcing the successful completion of the Acquisition. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated by reference into this Item 7.01.

The information in this Item 7.01, and in Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

The financial statements required by this Item 9.01(a) are not included in this Current Report on Form 8-K. The Company intends to file such financial statements by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information.

The pro forma financial information required by this Item 9.01(b) is not included in this Current Report on Form 8-K. The Company intends to file such pro forma financial information by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit No.		Description
2.1		Transaction Agreement, dated as of October 22, 2025, by and between Alkermes plc and Avadel Pharmaceuticals plc, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on October 22, 2025.*
2.2		Amendment No. 1 to the Transaction Agreement, dated as of November 18, 2025, by and between Alkermes plc and Avadel Pharmaceuticals plc, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on November 19, 2025.

2.3		Appendix III to the Rule 2.7 Announcement, dated as of October 22, 2025 (Conditions Appendix), incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Company with the SEC on October 22, 2025.
10.1		Credit Agreement, dated as of February 12, 2026 by and among Alkermes plc, as the TopCo Borrower, Alkermes, Inc., as the U.S. Borrower, Alkermes Finance LLC, as the U.S. Co-Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the arrangers, agents and lenders party thereto.*
99.1		Press release issued by Alkermes plc and Avadel Pharmaceuticals plc dated February 12, 2026.
104		Cover page interactive data file (embedded within the Inline XBRL document)

* Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				ALKERMES PLC
Date: February 12, 2026				By:		/s/ David J. Gaffin
						Name: David J. Gaffin
						Title:  Secretary

Exhibit 99.1

Alkermes Contacts:

For Investors: Sandy Coombs +1 781 609 6377

For Media: Katie Joyce  +1 781 249 8927

Alkermes plc Completes Acquisition of Avadel Pharmaceuticals plc, Accelerating Entry Into Sleep

Medicine Market

— Augments Alkermes’ Revenue Growth Profile and Diversifies Commercial Portfolio with New High

Potential Growth Product, LUMRYZ^® (Sodium Oxybate) for Extended-Release Oral Suspension —

— Expected to be Accretive in 2026 —

— Positions the Combined Organization to Accelerate Innovation and Leadership in Development of

Treatments for Sleep Disorders and Other Neurological Disorders —

DUBLIN – (Business Wire) – Feb. 12, 2026 — Alkermes plc (Nasdaq: ALKS) (“Alkermes”) and Avadel Pharmaceuticals plc (Nasdaq: AVDL) (“Avadel”) today announced Alkermes’ completion of its acquisition of Avadel, a commercial-stage biopharmaceutical company. The acquisition adds Avadel’s FDA-approved product, LUMRYZ^®, to Alkermes’ commercial portfolio, and provides Alkermes with a commercial organization experienced in this disease state. This strategic move accelerates Alkermes’ entry into the sleep medicine market and enhances its ability to unlock the full potential of its late-stage development pipeline focused on central disorders of hypersomnolence.

The transaction was completed pursuant to an Irish High Court sanctioned scheme of arrangement (the “Scheme”) under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland. LUMRYZ^® (sodium oxybate) for extended-release oral suspension is approved for the treatment of cataplexy or excessive daytime sleepiness in patients seven years of age and older with narcolepsy.

“With the close of this acquisition, Alkermes achieved an important milestone in the continued advancement of our strategy, accelerating our entry into the commercial sleep medicine market at a pivotal moment as we work to initiate the planned phase 3 program for alixorexton in narcolepsy this quarter. Avadel’s commercial and R&D portfolio, established commercial infrastructure, and talented team strengthen our organization and expand our capabilities in this important therapeutic area. Supported by our strong balance sheet, this all-cash acquisition is expected to enhance our revenue growth profile and underscores our ongoing commitment to creating long-term value for shareholders,” said Richard Pops, Chief Executive Officer of Alkermes.

The transaction is expected to be accretive in 2026 and represents a compelling financial and strategic opportunity, leveraging Alkermes’ existing commercial expertise and operational infrastructure and adding new capabilities in rare disease. Avadel is a recognized innovator in the sleep medicine space, committed to addressing significant unmet needs for patients.

Since launching LUMRYZ in 2023, Avadel has successfully built and scaled a commercial organization that has driven strong demand. With an estimated population of >50,000 oxybate-eligible narcolepsy patients in the United States, LUMRYZ has significant opportunity for growth ahead. The acquisition also includes valiloxybate, Avadel’s in-licensed salt-free, once-at-bedtime oxybate candidate in phase 1 clinical development.

To finance the acquisition, Alkermes will use approximately $750 million of cash from its balance sheet and borrowed a total of $1.525 billion in term loans that are due in 2031. The company expects to pay down the debt quickly with cash flows from the business.

Alkermes will provide its 2026 financial expectations for the combined organization on Feb. 25, 2026 as part of its financial results announcement for the quarter and year ended Dec. 31, 2025. Alkermes’ financial expectations for 2026 will include certain expenses related to the transaction, including:

– In the first quarter of 2026, Alkermes will record transaction-related costs of $40 million.

– Alkermes will record approximately $180 million of LUMRYZ inventory fair value step-up, which will be expensed as cost of goods sold as the inventory is sold in 2026.

– Alkermes will record approximately $1.5 billion of intellectual property related to LUMRYZ, which will be amortized over an expected life of 13 years. Alkermes expects amortization of intangible assets to be in the range of $95 to $105 million in 2026.

– Net interest expense is expected to be in the range of $75 to $85 million in 2026.

The acquisition was approved by Avadel shareholders at a scheme meeting of shareholders and at an extraordinary general meeting of shareholders, each held on Jan. 12, 2026. The Irish High Court sanctioned the Scheme on Feb. 10, 2026. On Feb. 12, 2026 (the “Effective Date”), the Scheme and the acquisition became effective upon delivery of the court order of the Irish High Court to the Irish Companies Registration Office. Prior to the opening of trading on Feb. 12, 2026, all of Avadel’s shares will cease trading on the Nasdaq Global Market (“Nasdaq”), and Avadel intends to promptly cause such shares to be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended.

Payment of the Cash Consideration to the Scheme Shareholders pursuant to the Scheme is being commenced by Alkermes today, Feb. 12, 2026. The Rights Agent will record the Scheme Shareholders as the owners of the CVR Consideration in the CVR Register in accordance with the terms of the CVR Agreement dated as of today, Feb. 12, 2026.

Except as otherwise defined herein, capitalized terms used but not defined in this announcement have the same meanings as given to them in the definitive proxy statement filed by Avadel with the U.S. Securities and Exchange Commission (“SEC”) on Dec. 3, 2025, which also constitutes a scheme circular under Irish law.

About Alkermes plc

Alkermes plc (Nasdaq: ALKS), a mid-cap growth and value equity, is a global biopharmaceutical company that seeks to develop innovative medicines in the field of neuroscience. The company has a portfolio of

proprietary commercial products for the treatment of alcohol dependence, opioid dependence, schizophrenia, bipolar I disorder and narcolepsy. Alkermes’ pipeline includes late-stage clinical candidates in development for narcolepsy and idiopathic hypersomnia, and orexin 2 receptor agonists in early clinical development for other neurological disorders, including attention-deficit hyperactivity disorder (ADHD) and fatigue associated with multiple sclerosis and Parkinson’s disease. Headquartered in Ireland, Alkermes also has a corporate office and research and development center in Massachusetts and a manufacturing facility in Ohio. For more information, please visit Alkermes’ website at www.alkermes.com.

About LUMRYZ^® (sodium oxybate) for extended-release oral suspension

LUMRYZ is an extended-release sodium oxybate medication approved by the FDA on May 1, 2023, as the first and only once-at-bedtime treatment for cataplexy or excessive daytime sleepiness (EDS) in adults with narcolepsy. On Oct. 16, 2024, LUMRYZ was additionally approved as a once-at-bedtime treatment for cataplexy or EDS in pediatric patients seven years of age and older with narcolepsy.

The LUMRYZ prescribing information includes Boxed Warnings for central nervous system (CNS) depression and abuse and misuse. LUMRYZ is a CNS depressant. Clinically significant respiratory depression and obtundation may occur in patients treated with LUMRYZ at recommended doses. Many patients who received LUMRYZ during clinical trials in narcolepsy were receiving CNS stimulants. LUMRYZ is the sodium salt of gamma-hydroxybutyrate (GHB). Abuse or misuse of illicit GHB, either alone or in combination with other CNS depressants, is associated with CNS adverse reactions, including seizure, respiratory depression, decreased consciousness, coma, and death. Because of the risks of CNS depression and abuse and misuse, LUMRYZ is available only through a restricted program under a Risk Evaluation and Mitigation Strategy (REMS) called the LUMRYZ REMS. Please see full Prescribing Information for additional safety information including BOXED Warnings. Further information about the REMS is available at www.LUMRYZREMS.com or by calling 1-877-453-1029.

Note Regarding Forward-Looking Statements

Certain statements set forth in this announcement constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements concerning: Alkermes’ expectations concerning the combined organization’s future financial and operating performance, business plans or prospects, including expected transaction costs and accounting, the company’s anticipated growth profile, financial expectations and plans for LUMRYZ and expected timelines for paying down the company’s debt; and Alkermes’ expectations regarding development plans, activities and timelines for, and the potential therapeutic and commercial value of, the combined organization’s portfolio of development candidates. Alkermes cautions that forward-looking statements are inherently uncertain. The forward-looking statements are neither promises nor guarantees and they are necessarily subject to a high degree of uncertainty and risk. Actual performance and results may differ materially from those expressed or implied in the forward-looking statements due to various risks and uncertainties. These risks and uncertainties include, among others: the businesses of Alkermes and Avadel may not be effectively integrated and the expected benefits and value of the acquisition may not be achieved; there may be unknown or inestimable liabilities, potential litigation and transaction costs associated with the acquisition; whether any general economic, political, market and business conditions, or future exchange and interest rates, changes in tax laws, regulations, rates and policies, may have a negative impact on the

combined organization following consummation of the acquisition; the completion of the acquisition could result in disruption to the business and make it more difficult to maintain business and operational relationships of Alkermes and Avadel, including the ability of Alkermes to retain highly qualified personnel; the company may not be able to pay down its debt on expected timelines or at all; clinical development activities may not be initiated or completed on expected timelines or at all; the results of development activities may not be positive, or predictive of future results from such activities, results of future development activities or real-world results; Alkermes’ products or product candidates could be shown to be ineffective or unsafe; the FDA or regulatory authorities outside the U.S. may not agree with Alkermes’ regulatory approval strategies or may make adverse decisions regarding its products; Alkermes may not be able to continue to successfully commercialize its products or support revenue growth from such products; there may be a reduction in payment rate or reimbursement for Alkermes’ products or an increase in related financial obligations to government payers; Alkermes’ products may prove difficult to manufacture, be precluded from commercialization by the proprietary rights of third parties, or have unintended side effects, adverse reactions or incidents of misuse; and those risks and uncertainties described under the heading “Risk Factors” in Alkermes’ Annual Report on Form 10-K for the year ended Dec. 31, 2024 and in subsequent filings made by Alkermes with the SEC, which are available on the SEC’s website at www.sec.gov. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by law, Alkermes and/or its directors disclaim any intention or responsibility for updating or revising any forward-looking statements contained in this announcement.

LUMRYZ^® is a registered trademark of Flamel Ireland Limited, an affiliate of Alkermes plc.

Statement Required by the Irish Takeover Rules

The Alkermes directors accept responsibility for the information contained in this announcement other than that relating to Avadel, its Subsidiaries and the Avadel directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Alkermes directors (who have taken all reasonable care to ensure that this is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Avadel directors accept responsibility for the information contained in this announcement other than that relating to Alkermes, its Subsidiaries and the Alkermes directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Avadel directors (who have taken all reasonable care to ensure that this is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Important Notices Relating to Financial Advisors

J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities plc (which is authorized in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority) (together, “J.P. Morgan”) acted as financial advisor exclusively for Alkermes and no one else in connection with the acquisition and will not regard any other person as its client in relation to the acquisition and will not be responsible to

anyone other than Alkermes for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in relation to the acquisition or any other matter or arrangement referred to herein.

Goldman Sachs & Co. LLC, which is authorized and regulated by the Financial Industry Regulatory Authority, is acting exclusively as financial advisor for Avadel and for no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Avadel for providing the protections afforded to clients of Goldman Sachs & Co. LLC nor for providing advice in relation to the acquisition or any other matter referred to in this announcement. Neither Goldman Sachs & Co. LLC nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs & Co. LLC in connection with this announcement, any statement contained herein or otherwise.

Morgan Stanley & Co. LLC, acting through its affiliate Morgan Stanley & Co. International plc (together, “Morgan Stanley”), which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Avadel as financial advisor and for no one else in relation to the matters referred to in this announcement. In connection with such matters, Morgan Stanley and its directors, officers, employees and agents will not regard any other person as its client, nor will it be responsible to anyone other than Avadel for providing the protections afforded to their clients or for providing advice in connection with the matters described in this announcement or any matter referred to herein.

Publication on a Website

In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this announcement will be available on Avadel’s website at www.avadel.com and on Alkermes’ website at www.alkermes.com by no later than 12:00 noon (U.S. Eastern Time) on the business day following publication of this announcement. Neither the content of any such websites referred to in this announcement nor the content of any other websites accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

FAQ

What did Alkermes (ALKS) acquire from Avadel Pharmaceuticals?

Alkermes acquired all outstanding Avadel shares, gaining its FDA-approved narcolepsy drug LUMRYZ and related commercial infrastructure. The deal also adds valiloxybate, an early-stage, once-at-bedtime oxybate candidate, and strengthens Alkermes’ presence in sleep medicine and broader neuroscience markets.

How much are Avadel shareholders receiving in the Alkermes (ALKS) deal?

Each Avadel share is entitled to $21.00 in cash plus one contingent value right. The CVR may pay an additional $1.50 per share if a specified milestone in the CVR Agreement is achieved before its expiration, subject to the agreement’s detailed terms and conditions.

How is Alkermes (ALKS) financing the Avadel acquisition?

Alkermes is financing the acquisition using approximately $750 million of its cash and $1.525 billion of new senior secured term loans maturing in 2031. These consist of term loan A and term loan B facilities with interest based on Term SOFR or an Alternate Base Rate plus stated margins.

What happens to Avadel’s Nasdaq-listed shares after the Alkermes acquisition?

Trading of Avadel shares on the Nasdaq Global Market was halted as the acquisition completed. The companies state that Avadel’s shares will be delisted from Nasdaq and that steps will be taken to deregister the shares under the Securities Exchange Act, removing separate public reporting requirements.

Why is the Avadel acquisition strategically important for Alkermes (ALKS)?

The acquisition accelerates Alkermes’ entry into sleep medicine and expands its neurology-focused portfolio. It adds LUMRYZ, a once-at-bedtime oxybate for narcolepsy, and a specialized commercial team. Alkermes states it expects the transaction to be accretive in 2026 and to enhance its revenue growth profile.

What are the key terms of Alkermes’ new term loan facilities?

Alkermes entered a credit agreement for a $750 million senior secured term loan A and a $775 million senior secured term loan B. Both mature in 2031. Interest is set at Term SOFR plus 2.75% or an Alternate Base Rate plus 1.75% for the term loan B, with similar ratio-based margins for term loan A.

Filing Exhibits & Attachments

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Press Releases

• EX-99.1 EX-99.1 24.5 KB

Agreements & Contracts

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Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.5 KB
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