Avadel Pharmaceuticals (AVDL) director cleared out in $21 cash + CVR deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Avadel Pharmaceuticals director Geoffrey Michael Glass reported disposing of his ordinary shares and stock options in connection with Alkermes plc’s acquisition of Avadel. The filing shows that, after these transactions on February 12, 2026, he no longer beneficially owns Avadel securities, whether directly or through trusts.
Under the Transaction Agreement and Irish scheme of arrangement, each outstanding Avadel ordinary share was converted into $21.00 in cash plus a non-transferable contingent value right for a potential additional $1.50 per share, subject to milestone achievement. All outstanding stock options held through trusts were canceled at the effective time and exchanged for cash based on the excess of the $21.00 cash consideration over the option exercise price, plus one CVR for each underlying share.
Positive
- None.
Negative
- None.
Insider Trade Summary
10 transactions reported
Mixed
10 txns
Insider
Glass Geoffrey Michael
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 60,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 42,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 42,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 42,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 33,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 11,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 11,000 | $0.00 | -- |
| Disposition | Ordinary Shares | 22,005 | $21.00 | $462K |
| Disposition | Ordinary Shares | 69,075 | $21.00 | $1.45M |
| Disposition | Ordinary Shares | 75,904 | $21.00 | $1.59M |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Indirect, By Trust);
Ordinary Shares — 0 shares (Direct);
Ordinary Shares — 0 shares (Indirect, By Trust)
Footnotes (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. 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"). Includes Ordinary Shares previously subject to vesting restrictions or forfeiture back to the 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. These Ordinary Shares are held by The Geoffrey Glass Trust of which the Reporting Person is a co-trustee. The Reporting Person is the sole beneficiary of the trust. These Ordinary Shares are held by Geoffrey M. Glass Revocable Trust U/T/D August 26, 2020 of which the Reporting Person is trustee. The Reporting Person and members of his immediate family are the sole beneficiaries of the trust. 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
What does the Avadel Pharmaceuticals (AVDL) Form 4 for Geoffrey Michael Glass report?
The Form 4 reports that director Geoffrey Michael Glass disposed of all Avadel securities. On February 12, 2026, his ordinary shares and stock options, including those held through trusts, were converted or canceled in connection with Alkermes plc’s acquisition of Avadel under a scheme of arrangement.
How were Geoffrey Michael Glass’s Avadel stock options treated in the transaction?
All outstanding Avadel stock options held through trusts were canceled at the effective time. Each option was exchanged for cash equal to the number of underlying shares multiplied by the excess of the $21.00 cash consideration over the exercise price, plus one CVR per underlying share.