Avadel Pharmaceuticals (AVDL) director exits shares in $21 cash-and-CVR deal
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
Ende Eric J
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 8,057 | $0.00 | -- |
| 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 | 219,905 | $21.00 | $4.62M |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct);
Ordinary Shares — 0 shares (Direct)
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 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. 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 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.
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.