Avadel director exits stake in Alkermes cash deal

Avadel Pharmaceuticals director Amin Naseem reported dispositions of all Avadel holdings in connection with the company’s acquisition by Alkermes.

Rhea-AI Filing Summary

Avadel Pharmaceuticals director Amin Naseem reported dispositions of all Avadel holdings in connection with the company’s acquisition by Alkermes. On February 12, 2026, 22,000 Ordinary Shares were converted into $21.00 in cash per share plus a potential $1.50 per-share contingent value right.

The filing also shows cancellation of stock options covering 49,500, 11,000 and 11,000 Ordinary Shares. Each option was exchanged for cash based on the spread over the $21.00 cash consideration and one contingent value right per underlying share.

Insider Trade Summary

Disposition: 93,500 shares

Disposition 4 txns

Insider Amin Naseem

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	49,500	$0.00	$0.00
Disposition	Stock Option (Right to Buy)	11,000	$0.00	$0.00
Disposition	Stock Option (Right to Buy)	11,000	$0.00	$0.00
Disposition	Ordinary Shares	22,000	$21.00	$462K

Holdings After Transaction: Stock Option (Right to Buy) — 0 contracts (Direct); Ordinary Shares — 0 shares (Direct)

Footnotes (4)

1. F1. 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. F2. 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. F3. 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. F4. 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).

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Amin Naseem Form 4 filing for Avadel (AVDL) report?

The Form 4 reports that director Amin Naseem disposed of all Avadel Ordinary Shares and stock options on February 12, 2026, as part of Alkermes’ acquisition of Avadel, receiving cash consideration and contingent value rights instead of continued equity ownership.

How many Avadel (AVDL) Ordinary Shares did Amin Naseem dispose of?

Amin Naseem disposed of 22,000 Avadel Ordinary Shares. These shares were converted into cash at $21.00 per share plus a potential additional $1.50 per share contingent value right, tied to future milestone achievement, as described in the transaction agreement terms.

What happened to Amin Naseem’s Avadel (AVDL) stock options in this transaction?

All reported Avadel stock options held by Amin Naseem were canceled at the acquisition’s effective time. Each option was exchanged for cash equal to the in-the-money value per share and one contingent value right for each underlying Ordinary Share previously subject to the option.

What consideration did Avadel (AVDL) shareholders receive in the Alkermes deal?

Each outstanding Avadel Ordinary Share was converted into $21.00 in cash and a non-transferable contingent value right. The contingent value right entitles holders to a potential additional cash payment of $1.50 per share if specified milestones are achieved after closing.

Did restricted Avadel (AVDL) stock awards held by Amin Naseem vest in the deal?

Restricted Stock Awards vested in full at the effective time of the transaction. Once vested, they were treated the same as other Ordinary Shares, being converted into the cash consideration of $21.00 per share plus one contingent value right for each underlying share.

Does the Form 4 show Amin Naseem retaining any Avadel (AVDL) equity after the deal?

The Form 4 shows zero Ordinary Shares and zero derivative securities beneficially owned following the reported transactions. This indicates that, after the Alkermes acquisition closed, Amin Naseem no longer held Avadel shares or options, instead holding cash and contingent value rights.

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Accepted by SEC EDGAR 02/12/2026 - 05:31 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Amin Naseem

(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)		22,000(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)	$15.94	02/12/2026		D(4)			49,500	(4)	05/17/2034	Ordinary Shares	49,500	(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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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