Avadel (AVDL) director’s equity cashed out as Alkermes acquisition closes

Rhea-AI Filing Summary

Avadel Pharmaceuticals director Peter J. Thornton reported the cash-out of his equity holdings in connection with Alkermes plc’s acquisition of Avadel. On February 12, 2026, 115,060 Ordinary Shares were disposed of at $21.00 per share in cash, with each share also receiving a contingent value right for a potential additional $1.50 in cash per share upon milestone achievement.

On the same date, multiple stock option awards covering Ordinary Shares, with exercise prices ranging from $2.03 to $16.32 and expirations from 2029 to 2035, were canceled. Each option was exchanged for cash equal to the in-the-money value based on the $21.00 cash consideration per underlying share, plus one contingent value right for each underlying share. Following these transactions, Thornton reported holding no Ordinary Shares or stock options.

Insights

Equity compensation and M&A specialist

Director’s shares and options are cashed out as part of Avadel’s sale to Alkermes.

The filing shows Peter J. Thornton, a director of Avadel Pharmaceuticals, disposing of 115,060 Ordinary Shares and multiple stock option grants on February 12, 2026. This coincides with Alkermes plc acquiring Avadel via an Irish scheme of arrangement under a Transaction Agreement.

Each Ordinary Share was converted into $21.00 in cash plus a contingent value right (CVR) for a potential additional $1.50 per share if specified milestones are met. Stock options were canceled and exchanged for cash equal to the in-the-money amount, plus one CVR per underlying share, after taxes and required withholdings.

The transactions appear driven by the change-of-control mechanics rather than discretionary market trading. For investors, this filing mainly documents how a board member’s equity was treated at closing of the Alkermes acquisition; it does not introduce new stand‑alone financial performance information or guidance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Thornton Peter J.

(Last) (First) (Middle)

C/O AVADEL PHARMACEUTICALS PLC

10 EARLSFORT TERRACE

(Street)

DUBLIN 2 L2 D02 T380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AVADEL PHARMACEUTICALS PLC [ AVDL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	02/12/2026		D(1)(2)		115,060(3)	D	$21(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$2.03	02/12/2026		D(4)			60,000	(4)	08/07/2029	Ordinary Shares	60,000	(4)	0	D
Stock Option (Right to Buy)	$8.48	02/12/2026		D(4)			42,000	(4)	08/07/2030	Ordinary Shares	42,000	(4)	0	D
Stock Option (Right to Buy)	$8.07	02/12/2026		D(4)			42,000	(4)	08/03/2031	Ordinary Shares	42,000	(4)	0	D
Stock Option (Right to Buy)	$4.79	02/12/2026		D(4)			42,000	(4)	08/03/2032	Ordinary Shares	42,000	(4)	0	D
Stock Option (Right to Buy)	$14.1	02/12/2026		D(4)			33,000	(4)	08/01/2033	Ordinary Shares	33,000	(4)	0	D
Stock Option (Right to Buy)	$16.32	02/12/2026		D(4)			11,000	(4)	07/30/2034	Ordinary Shares	11,000	(4)	0	D
Stock Option (Right to Buy)	$10.83	02/12/2026		D(4)			11,000	(4)	07/29/2035	Ordinary Shares	11,000	(4)	0	D

Explanation of Responses:

1. Reflects the disposition of ordinary shares of Avadel Pharmaceuticals plc ("Issuer"), nominal value $0.01 per share ("Ordinary Shares"), in connection with the consummation of the transactions contemplated by the Transaction Agreement, dated as of October 22, 2025, as amended by Amendment No. 1 to the Transaction Agreement dated November 18, 2025, (together the "Transaction Agreement") by and between Issuer and Alkermes plc ("Parent"), including the consummation of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland (the "Scheme") pursuant to which Parent acquired Issuer.

2. Pursuant to the Transaction Agreement, on February 12, 2026, the effective time of the Scheme (the "Effective Time"), each outstanding Ordinary Share was converted into $21.00 in cash (the "Cash Consideration") and a non-transferable contingent value right entitling the holders to a potential additional cash payment of $1.50 per share, contingent upon achievement of certain milestones (each a "CVR").

3. Includes Ordinary Shares previously subject to vesting restrictions or forfeiture back to Issuer (each, a "Restricted Stock Award"). Pursuant to the Transaction Agreement, at the Effective time, each Restricted Stock Award that was outstanding immediately prior to the Effective Time vested in full and was treated in the manner described in footnote 1.

4. Reflects the disposition of Issuer's options to purchase Ordinary Shares (each, an "Option") as contemplated by the Transaction Agreement. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding Option (whether or not vested) was canceled and exchanged for the right to receive (i) an amount in cash (less applicable tax and any other mandatory withholdings), equal to the product of (a) the total number of Ordinary Shares subject to such Option immediately prior to the Effective Time, multiplied by (b) the excess of the Cash Consideration over the applicable exercise price per Ordinary Share under such Option and (ii) one CVR for each Ordinary Share subject to such Option immediately prior to the Effective Time (without regard to vesting).

	/s/ Robert E. Puopolo, as Attorney-in-Fact	02/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Avadel Pharmaceuticals (AVDL) report for director Peter J. Thornton?

Avadel director Peter J. Thornton reported disposing of 115,060 Ordinary Shares and all of his Avadel stock options on February 12, 2026. These transactions occurred when Alkermes plc acquired Avadel under a Transaction Agreement and related Irish scheme of arrangement.

What did Avadel Pharmaceuticals (AVDL) shareholders receive in the Alkermes acquisition?

Each Avadel Ordinary Share was converted into $21.00 in cash plus a non-transferable contingent value right. The CVR entitles holders to a potential additional $1.50 per share in cash if specified milestones described in the Transaction Agreement are achieved after closing.

How were Avadel Pharmaceuticals (AVDL) restricted stock awards treated at closing?

Restricted stock awards outstanding immediately before the effective time fully vested at closing. They were then treated like other Ordinary Shares, receiving $21.00 in cash per share plus one contingent value right for a possible additional $1.50 per share if agreed milestones are met in the future.

How were Avadel Pharmaceuticals (AVDL) stock options handled in the Alkermes deal?

Each outstanding Avadel stock option, vested or unvested, was canceled at closing. Holders became entitled to cash equal to the number of underlying shares times the excess of $21.00 over the option exercise price, less taxes, plus one contingent value right per underlying share.

Does Peter J. Thornton hold any Avadel Pharmaceuticals (AVDL) shares or options after the transaction?

After the February 12, 2026 effective time, Peter J. Thornton reported owning zero Avadel Ordinary Shares and zero stock options. His prior equity holdings were fully cashed out or canceled and exchanged under the Transaction Agreement terms when Alkermes plc acquired Avadel.

What is the role of the contingent value right in the Avadel Pharmaceuticals (AVDL) acquisition?

The contingent value right provides potential additional cash of $1.50 per share, on top of the $21.00 cash consideration. Payment depends on achieving certain milestones defined in the Transaction Agreement between Avadel Pharmaceuticals and Alkermes plc after the scheme of arrangement becomes effective.