[Form 4] AVADEL PHARMACEUTICALS PLC Insider Trading Activity

Rhea-AI Filing Summary

Avadel Pharmaceuticals Chief Executive Officer and director Gregory J. Divis Jr. reported the disposition of all his holdings in connection with the acquisition of Avadel by Alkermes plc. On February 12, 2026, each outstanding Avadel ordinary share was converted into $21.00 in cash plus a non‑transferable contingent value right that may pay an additional $1.50 per share if specified milestones are met.

Divis disposed of 211,105 ordinary shares held directly and 10,000 shares held through the Gregory J. Divis Jr. Revocable Trust. Multiple stock option awards with exercise prices ranging from $1.71 to $13.57, covering various numbers of ordinary shares, were canceled and exchanged for cash equal to their in‑the‑money value plus one contingent value right for each underlying share. After these transactions, the filing shows no ordinary shares or 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^*

Divis Gregory 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
X	Officer (give title below)		Other (specify below)
	Chief Executive 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
Ordinary Shares	02/12/2026		D(1)(2)		211,105(3)	D	$21(1)(2)	0	D
Ordinary Shares	02/12/2026		D(1)(2)		10,000	D	$21(1)(2)	0	I	By Trust(4)

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)	$10.4	02/12/2026		D(5)			150,000	(5)	12/14/2026	Ordinary Shares	150,000	(5)	0	D
Stock Option (Right to Buy)	$8.95	02/12/2026		D(5)			100,000	(5)	12/12/2027	Ordinary Shares	100,000	(5)	0	D
Stock Option (Right to Buy)	$7.06	02/12/2026		D(5)			50,000	(5)	03/22/2028	Ordinary Shares	50,000	(5)	0	D
Stock Option (Right to Buy)	$1.85	02/12/2026		D(5)			100,000	(5)	03/07/2029	Ordinary Shares	100,000	(5)	0	D
Stock Option (Right to Buy)	$1.71	02/12/2026		D(5)			400,000	(5)	05/30/2029	Ordinary Shares	400,000	(5)	0	D
Stock Option (Right to Buy)	$6.79	02/12/2026		D(5)			500,000	(5)	12/08/2030	Ordinary Shares	500,000	(5)	0	D
Stock Option (Right to Buy)	$8.2	02/12/2026		D(5)			310,000	(5)	12/07/2031	Ordinary Shares	310,000	(5)	0	D
Stock Option (Right to Buy)	$4.69	02/12/2026		D(5)			350,000	(5)	08/04/2032	Ordinary Shares	350,000	(5)	0	D
Stock Option (Right to Buy)	$13.57	02/12/2026		D(5)			600,000	(5)	02/20/2034	Ordinary Shares	600,000	(5)	0	D
Stock Option (Right to Buy)	$7.87	02/12/2026		D(5)			310,000	(5)	03/06/2030	Ordinary Shares	310,000	(5)	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 the 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. These Ordinary Shares are held by the Gregory J. Divis Jr. Revocable Trust, of which the Reporting Person is trustee and beneficiary.

5. 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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