Avadel Pharmaceuticals (AVDL) director cleared out in $21 cash + CVR deal

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.

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

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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^*

Glass Geoffrey Michael

(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)		22,005(3)	D	$21(1)(2)	0	D
Ordinary Shares	02/12/2026		D(1)(2)		69,075	D	$21(1)(2)	0	I	By Trust(4)
Ordinary Shares	02/12/2026		D(1)(2)		75,904	D	$21(1)(2)	0	I	By Trust(5)

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(6)			60,000	(6)	08/07/2029	Ordinary Shares	60,000	(6)	0	I	By Trust(5)
Stock Option (Right to Buy)	$8.48	02/12/2026		D(6)			42,000	(6)	08/07/2030	Ordinary Shares	42,000	(6)	0	I	By Trust(5)
Stock Option (Right to Buy)	$8.07	02/12/2026		D(6)			42,000	(6)	08/03/2031	Ordinary Shares	42,000	(6)	0	I	By Trust(5)
Stock Option (Right to Buy)	$4.79	02/12/2026		D(6)			42,000	(6)	08/03/2032	Ordinary Shares	42,000	(6)	0	I	By Trust(5)
Stock Option (Right to Buy)	$14.1	02/12/2026		D(6)			33,000	(6)	08/01/2033	Ordinary Shares	33,000	(6)	0	I	By Trust(5)
Stock Option (Right to Buy)	$16.32	02/12/2026		D(6)			11,000	(6)	07/30/2034	Ordinary Shares	11,000	(6)	0	I	By Trust(5)
Stock Option (Right to Buy)	$10.83	02/12/2026		D(6)			11,000	(6)	07/29/2035	Ordinary Shares	11,000	(6)	0	I	By Trust(5)

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 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.

4. 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.

5. 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.

6. 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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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.

What were Avadel Pharmaceuticals (AVDL) shareholders paid in the Alkermes acquisition?

Each Avadel ordinary share was converted into $21.00 in cash plus a contingent value right. The CVR entitles holders to a potential additional cash payment of $1.50 per share, contingent on specified milestones, as described in the Transaction Agreement between Avadel and Alkermes.

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.

Were any of Geoffrey Michael Glass’s Avadel shares held through trusts?

Yes, a significant portion of his Avadel holdings was held through trusts. The filing notes shares held by The Geoffrey Glass Trust and by the Geoffrey M. Glass Revocable Trust, where he serves as trustee or co-trustee and is, along with his family, a beneficiary.

What is the effective date of the Avadel and Alkermes transaction affecting AVDL shares?

The effective time of the scheme of arrangement was February 12, 2026. On that date, each outstanding Avadel ordinary share converted into $21.00 in cash plus a contingent value right, and all outstanding stock options were canceled and exchanged for cash and CVRs, as specified in the agreement.

What is the contingent value right (CVR) mentioned for Avadel (AVDL) shareholders?

The CVR is a non-transferable right to receive a potential extra $1.50 per share in cash. This additional payment depends on achieving certain milestones defined in the Transaction Agreement between Avadel Pharmaceuticals and Alkermes plc.