Avadel Pharmaceuticals (AVDL) director exits shares in $21 cash-and-CVR deal

Rhea-AI Filing Summary

Avadel Pharmaceuticals director Eric J. Ende reported the cash-out of his equity in connection with the company’s acquisition by Alkermes plc. On February 12, 2026, his 219,905 Ordinary Shares were converted into $21.00 in cash per share plus a non-transferable contingent value right that may pay an additional $1.50 per share if specified milestones are achieved.

On the same date, multiple stock options to buy Ordinary Shares at exercise prices ranging from $1.49 to $16.32, with expirations from 2029 to 2035, were canceled. Each option grant was exchanged for cash based on the spread between the $21.00 cash consideration and the option’s exercise price, plus one contingent value right per underlying share. Following these transactions, Ende reported zero Ordinary Shares and options beneficially owned.

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^*

Ende Eric J

(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)		219,905(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)	$1.49	02/12/2026		D(4)			8,057	(4)	05/22/2029	Ordinary Shares	8,057	(4)	0	D
Stock Option (Right to Buy)	$2.03	02/12/2026		D(4)			60,000	(4)	08/07/2029	Ordinary Shares	60,000	(4)	0	D
Stock Option (Right to Buy)	$8.48	02/12/2026		D(4)			42,000	(4)	08/07/2030	Ordinary Shares	42,000	(4)	0	D
Stock Option (Right to Buy)	$8.07	02/12/2026		D(4)			42,000	(4)	08/03/2031	Ordinary Shares	42,000	(4)	0	D
Stock Option (Right to Buy)	$4.79	02/12/2026		D(4)			42,000	(4)	08/03/2032	Ordinary Shares	42,000	(4)	0	D
Stock Option (Right to Buy)	$14.1	02/12/2026		D(4)			33,000	(4)	08/01/2033	Ordinary Shares	33,000	(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
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FAQ

What did Avadel Pharmaceuticals (AVDL) director Eric J. Ende report in this Form 4?

Eric J. Ende reported the disposition of all his Avadel equity on February 12, 2026. His 219,905 Ordinary Shares and multiple stock option grants were converted into cash and contingent value rights as part of Avadel’s acquisition by Alkermes plc.

At what price were Eric J. Ende’s Avadel Ordinary Shares converted?

Each Avadel Ordinary Share was converted into $21.00 in cash on February 12, 2026. In addition, each share provided a non-transferable contingent value right that may deliver an extra $1.50 per share if certain milestones described in the transaction agreement are met.

What contingent value right did Avadel (AVDL) shareholders receive in this transaction?

Shareholders received a non-transferable contingent value right with each Ordinary Share. This right may provide an additional $1.50 in cash per share, but only if specified milestones outlined in the transaction agreement are achieved after the effective time of the acquisition.

How were Eric J. Ende’s Avadel Restricted Stock Awards treated in the deal?

Restricted Stock Awards vested in full at the effective time of the scheme. Once vested, each previously restricted share was treated like any other Ordinary Share, being converted into $21.00 in cash plus one contingent value right under the completed acquisition structure.

What happened to Eric J. Ende’s Avadel stock options on February 12, 2026?

Each outstanding stock option, vested or unvested, was canceled at the effective time. For every option, he became entitled to cash equal to the number of underlying shares times $21.00 minus the exercise price, plus one contingent value right for each underlying Ordinary Share.

Does Eric J. Ende report any Avadel (AVDL) holdings after the transaction?

After the completion of the cash-and-contingent-value-right acquisition, Eric J. Ende reported zero Ordinary Shares and zero stock options beneficially owned. His equity position was fully converted into cash consideration and contingent value rights under the terms of the transaction agreement.