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Avadel Pharmaceuticals plc filings document the formal record of a completed corporate-status transition, including Nasdaq removal of its ordinary shares on Form 25 and a Form 15 notice covering termination or suspension of Exchange Act reporting obligations after the acquisition by Alkermes plc.
Earlier filings include Form 8-K material-event reports on material agreements, termination of an at-the-market offering agreement, shareholder voting matters, capital-structure disclosure, Regulation FD clinical disclosures for LUMRYZ and REVITALYZ, governance matters, risk factors and operating and financial results.
Avadel Pharmaceuticals director Peter J. Thornton reported the cash-out of his equity holdings in connection with Alkermes plc’s acquisition of Avadel. On February 12, 2026, 115,060 Ordinary Shares were disposed of at $21.00 per share in cash, with each share also receiving a contingent value right for a potential additional $1.50 in cash per share upon milestone achievement.
On the same date, multiple stock option awards covering Ordinary Shares, with exercise prices ranging from $2.03 to $16.32 and expirations from 2029 to 2035, were canceled. Each option was exchanged for cash equal to the in-the-money value based on the $21.00 cash consideration per underlying share, plus one contingent value right for each underlying share. Following these transactions, Thornton reported holding no Ordinary Shares or stock options.
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.
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.
Avadel Pharmaceuticals CFO Thomas S. McHugh reported the disposition of his ordinary shares and stock options in connection with Alkermes plc’s acquisition of the company. At the effective time of the scheme of arrangement, 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, contingent on specified milestones.
The filing shows 100,400 ordinary shares disposed of at $21.00 per share, leaving no ordinary shares held directly afterward. Multiple stock options covering various numbers of ordinary shares, with exercise prices ranging from $3.45 to $13.57, were canceled and exchanged for cash based on the spread to the $21.00 cash consideration, plus one contingent value right per underlying share.
Avadel Pharmaceuticals director Mark Anthony McCamish reported the automatic disposition of his holdings in connection with the acquisition of Avadel by Alkermes plc under a court-approved scheme of arrangement. His ordinary shares, including those held through a McCamish Charitable Remainder Trust, were converted and no shares remained beneficially owned after the transactions.
At the effective time of the deal on February 12, 2026, each outstanding Avadel ordinary share was exchanged for $21.00 in cash plus a non-transferable contingent value right for a potential additional $1.50 per share, dependent on specified milestones. His outstanding stock options were canceled and exchanged for cash based on the spread between the $21.00 cash consideration and the option exercise prices, and for one contingent value right for each underlying share.
Avadel Pharmaceuticals director Geoffrey Michael Glass reported disposing of his ordinary shares and stock options in connection with Alkermes plc’s acquisition of Avadel. The filing shows that, after these transactions on February 12, 2026, he no longer beneficially owns Avadel securities, whether directly or through trusts.
Under the Transaction Agreement and Irish scheme of arrangement, each outstanding 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, subject to milestone achievement. All outstanding stock options held through trusts were canceled at the effective time and exchanged for cash based on the excess of the $21.00 cash consideration over the option exercise price, plus one CVR for each underlying share.
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.
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.
Avadel Pharmaceuticals director Amin Naseem reported dispositions of all Avadel holdings in connection with the company’s acquisition by Alkermes. On February 12, 2026, 22,000 Ordinary Shares were converted into $21.00 in cash per share plus a potential $1.50 per-share contingent value right.
The filing also shows cancellation of stock options covering 49,500, 11,000 and 11,000 Ordinary Shares. Each option was exchanged for cash based on the spread over the $21.00 cash consideration and one contingent value right per underlying share.
Avadel Pharmaceuticals plc filed post-effective amendments to several prior shelf registration statements on Form S-3 and Form F-3 to deregister all securities that remained unsold. This step follows the completion of its acquisition by Alkermes plc under a court-sanctioned Irish scheme of arrangement.
As a result of the scheme, Avadel became a wholly owned subsidiary of Alkermes and terminated all public offerings under these registrations. The amendments formally remove any remaining unsold Avadel securities from registration and terminate the effectiveness of the affected registration statements.