Avadel (AVDL) COO’s 300,000 stock options canceled in Alkermes acquisition payout

Rhea-AI Filing Summary

Avadel Pharmaceuticals chief operating officer Susan Rodriguez reported the disposition of 300,000 stock options on February 12, 2026, when Avadel was acquired by Alkermes plc through an Irish court-approved scheme of arrangement.

Each option to buy Avadel ordinary shares at an exercise price of $9.59 was canceled and exchanged for cash equal to the difference between $21.00 and the option’s exercise price per share, plus a non‑transferable contingent value right offering a potential additional $1.50 per share if specified milestones are achieved.

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^*

Rodriguez Susan

(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)

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

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

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)	$9.59	02/12/2026		D(1)(2)			300,000	(1)(2)	05/13/2035	Ordinary Shares	300,000	(1)(2)	0	D

Explanation of Responses:

1. Reflects the disposition of outstanding options to purchase 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. (continued) Pursuant to the Transaction Agreement, on February 12, 2026, the effective time of the Scheme (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, multiplied by (b) the excess of the $21.00 over the applicable exercise price per Ordinary Share under such Option immediately prior to the Effective Time and (ii) a non-transferable contingent value right entitling the holders to a potential additional cash payment of $1.50 per share subject to such Option immediately prior to the Effective Time (without regard to vesting), contingent upon achievement of certain milestones.

	/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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FAQ

What insider transaction did Avadel (AVDL) report for Susan Rodriguez?

Avadel reported that chief operating officer Susan Rodriguez disposed of 300,000 stock options on February 12, 2026. The options were canceled in connection with Avadel’s acquisition by Alkermes plc under an Irish scheme of arrangement.

How many Avadel (AVDL) stock options were affected in this Form 4?

The Form 4 shows 300,000 stock options held by Susan Rodriguez were disposed of. These options to buy Avadel ordinary shares at an exercise price of $9.59 were canceled and exchanged for cash and a contingent value right at closing.

What did Avadel (AVDL) optionholders receive when Alkermes acquired Avadel?

For each eligible option, holders received cash equal to $21.00 minus the exercise price per share, subject to withholding. They also received a non‑transferable contingent value right for a potential additional $1.50 per share if certain milestones are met.

What is the $1.50 contingent value right in the Avadel (AVDL) transaction?

The contingent value right grants a potential extra cash payment of $1.50 per share underlying each canceled option. Payment is contingent on achieving specified milestones after Alkermes plc completed its acquisition of Avadel through a scheme of arrangement.

Did Susan Rodriguez retain any Avadel (AVDL) derivative securities after the transaction?

The Form 4 reports that Susan Rodriguez held zero derivative securities after the transaction. Her 300,000 stock options were fully canceled at the effective time of the scheme and exchanged for cash plus the contingent value right consideration.

What agreement governed the Avadel (AVDL) and Alkermes transaction affecting these options?

The option cancellation and consideration were governed by a Transaction Agreement dated October 22, 2025, as amended on November 18, 2025. This agreement between Avadel Pharmaceuticals plc and Alkermes plc outlined the scheme of arrangement and related terms.