Avadel Pharmaceuticals (AVDL) insider equity cashed out in Alkermes deal

Rhea-AI Filing Summary

Avadel Pharmaceuticals general counsel Jerad G. Seurer reported the automatic disposition of his equity in connection with Alkermes plc’s acquisition of Avadel under a scheme of arrangement.

On February 12, 2026, each outstanding 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. His 23,496 ordinary shares, including previously restricted shares, were treated on the same terms.

On the same date, multiple stock option awards with exercise prices ranging from $4.69 to $13.57 per share were canceled. Each option was exchanged for cash equal to the in-the-money value based on the $21.00 cash consideration, plus one contingent value right 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^*

Seurer Jerad G.

(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)
	Gen. Counsel & Corp. Secretary

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)		23,496(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)	$9.67	02/12/2026		D(4)			25,000	(4)	11/07/2027	Ordinary Shares	25,000	(4)	0	D
Stock Option (Right to Buy)	$7.55	02/12/2026		D(4)			30,000	(4)	01/02/2030	Ordinary Shares	30,000	(4)	0	D
Stock Option (Right to Buy)	$6.79	02/12/2026		D(4)			80,000	(4)	12/08/2030	Ordinary Shares	80,000	(4)	0	D
Stock Option (Right to Buy)	$8.2	02/12/2026		D(4)			47,500	(4)	12/07/2031	Ordinary Shares	47,500	(4)	0	D
Stock Option (Right to Buy)	$4.69	02/12/2026		D(4)			100,000	(4)	08/04/2032	Ordinary Shares	100,000	(4)	0	D
Stock Option (Right to Buy)	$13.57	02/12/2026		D(4)			125,000	(4)	02/20/2034	Ordinary Shares	125,000	(4)	0	D
Stock Option (Right to Buy)	$7.87	02/12/2026		D(4)			84,000	(4)	03/06/2030	Ordinary Shares	84,000	(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 does the Jerad G. Seurer Form 4 for Avadel Pharmaceuticals (AVDL) report?

The Form 4 reports that Jerad G. Seurer’s Avadel equity was cashed out when Alkermes plc acquired the company. His ordinary shares and stock options were converted into $21.00 per share in cash plus contingent value rights, consistent with the transaction agreement terms.

What consideration did Avadel (AVDL) shareholders receive in the Alkermes acquisition?

Each Avadel ordinary share was converted into $21.00 in cash plus a contingent value right for a potential extra $1.50 per share. The additional payment depends on achieving specified milestones under the transaction agreement between Avadel and Alkermes plc.

How many Avadel (AVDL) ordinary shares did Jerad G. Seurer dispose of?

Jerad G. Seurer disposed of 23,496 Avadel ordinary shares in the transaction. These included shares that had been subject to vesting or forfeiture restrictions, which fully vested at the effective time and were then converted into cash and contingent value rights.

What happened to Jerad G. Seurer’s Avadel (AVDL) stock options?

All listed Avadel stock options held by Jerad G. Seurer were canceled at the acquisition’s effective time. Each option was exchanged for cash equal to its in-the-money value based on the $21.00 cash consideration, plus one contingent value right per underlying share.

When did the Avadel (AVDL) and Alkermes transaction become effective?

The scheme of arrangement under which Alkermes plc acquired Avadel became effective on February 12, 2026. That effective time triggered the conversion of ordinary shares and the cancellation and cash-out of stock options, along with the issuance of contingent value rights.

Does the Avadel (AVDL) Form 4 indicate any ongoing share ownership by Jerad G. Seurer?

After the reported transactions, Jerad G. Seurer showed zero Avadel ordinary shares and zero derivative securities beneficially owned. This reflects the complete cash-out and conversion of his equity interests at the closing of the Alkermes acquisition.