Director Linda Palczuk cashed out in Avadel (AVDL) sale to Alkermes

Rhea-AI Filing Summary

Avadel Pharmaceuticals director Linda Palczuk reported the automatic disposition of her holdings in connection with Avadel’s acquisition by Alkermes plc under an Irish scheme of arrangement. She disposed of 78,905 Ordinary Shares at $21.00 per share, with each share also receiving a non-transferable contingent value right for a potential additional $1.50 per share.

The filing also shows the disposition of multiple Avadel stock options held by a revocable trust for which she is trustee. At the effective time on February 12, 2026, each outstanding option was cancelled and exchanged for cash equal to the spread over $21.00 per underlying share plus one contingent value right per underlying share, regardless of vesting.

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^*

Palczuk Linda

(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)		78,905(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	I	By Trust(5)
Stock Option (Right to Buy)	$8.48	02/12/2026		D(4)			42,000	(4)	08/07/2030	Ordinary Shares	42,000	(4)	0	I	By Trust(5)
Stock Option (Right to Buy)	$8.07	02/12/2026		D(4)			42,000	(4)	08/03/2031	Ordinary Shares	42,000	(4)	0	I	By Trust(5)
Stock Option (Right to Buy)	$4.79	02/12/2026		D(4)			42,000	(4)	08/03/2032	Ordinary Shares	42,000	(4)	0	I	By Trust(5)
Stock Option (Right to Buy)	$14.1	02/12/2026		D(4)			33,000	(4)	08/01/2033	Ordinary Shares	33,000	(4)	0	I	By Trust(5)
Stock Option (Right to Buy)	$16.32	02/12/2026		D(4)			11,000	(4)	07/30/2034	Ordinary Shares	11,000	(4)	0	I	By Trust(5)
Stock Option (Right to Buy)	$10.93	02/12/2026		D(4)			25,000	(4)	12/17/2034	Ordinary Shares	25,000	(4)	0	I	By Trust(5)
Stock Option (Right to Buy)	$10.83	02/12/2026		D(4)			11,000	(4)	07/29/2035	Ordinary Shares	11,000	(4)	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 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).

5. The Options are held by a revocable trust of which the Reporting Person is trustee.

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

What does this Form 4 filing show for Avadel Pharmaceuticals (AVDL)?

The Form 4 shows director Linda Palczuk disposed of her Avadel Ordinary Shares and stock options on February 12, 2026, when Alkermes plc acquired Avadel via an Irish scheme of arrangement, triggering cash and contingent value right consideration.

What consideration did Avadel (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 for a potential additional $1.50 per share, dependent on achieving specified milestones, as described in the Transaction Agreement and related scheme of arrangement.

How were Linda Palczuk’s Avadel (AVDL) restricted stock awards treated?

Her Restricted Stock Awards vested in full at the effective time of the transaction. Each vested restricted share was then treated like any other Ordinary Share, receiving $21.00 in cash plus one contingent value right for a potential additional $1.50 per share if milestones are reached.

What happened to the Avadel (AVDL) stock options reported in this Form 4?

Each outstanding Avadel stock option was cancelled at closing and exchanged for cash equal to the option’s in-the-money value using the $21.00 cash consideration per share, plus one contingent value right for each underlying share covered by the option, regardless of vesting.

Who held the Avadel (AVDL) options reported for Linda Palczuk?

The options were held by a revocable trust for which Linda Palczuk serves as trustee. The Form 4 lists these as indirect ownership, and the trust’s options were canceled and cashed out with added contingent value rights at the effective time of the Alkermes acquisition.

What is the contingent value right (CVR) in the Avadel (AVDL) deal?

The contingent value right is a non-transferable instrument giving holders a potential additional cash payment of $1.50 per share. Payment depends on meeting certain specified milestones defined in the Transaction Agreement between Avadel Pharmaceuticals and Alkermes plc.