AVADEL PHARMACEUTICALS PLC (AVDL)

Current Report Filed: 2026-02-12

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Avadel Pharmaceuticals PLC (AVDL) was acquired by Alkermes plc in a transaction valued at $21.00 per share in cash plus a contingent value right (CVR) of $1.50 per share.
The transaction was structured as a court-sanctioned scheme of arrangement under Irish law, with Avadel becoming a wholly-owned subsidiary of Alkermes.
As part of the transaction, Avadel terminated its existing 'at-the-market' offering program and prepaid a $60.2 million royalty agreement with RTW Royalty II DAC.

Insider Trading Filed: 2026-02-12

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Avadel Pharmaceuticals has been acquired by Alkermes plc in a cash and contingent value rights transaction, with each Avadel ordinary share converted into $21 cash and a $1.50 contingent value right.
Avadel's outstanding stock options have been canceled and exchanged for cash payments and contingent value rights, providing liquidity to option holders.
The reporting person, Naseem Amin, a director of Avadel, has disposed of 22,000 ordinary shares in connection with the acquisition.

Insider Trading Filed: 2026-02-12

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Gregory J. Divis, the CEO of Avadel Pharmaceuticals, disposed of a significant number of shares (211,105) and options as part of the company's acquisition by Alkermes plc.
The transaction was executed at a fixed price of $21 per share, suggesting the acquisition was priced at a premium to the market price.
Divis also disposed of additional 10,000 shares held in a trust, indicating a complete exit from his position in the company.

Insider Trading Filed: 2026-02-12

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This Form 4 filing indicates that director Eric J. Ende has disposed of 219,905 ordinary shares of Avadel Pharmaceuticals PLC (AVDL) at $21 per share, coinciding with the completion of a transaction agreement between Avadel and Alkermes plc.
The filing also shows that Ende has had various stock options related to Avadel shares cancelled and exchanged for cash payments and contingent value rights (CVRs) as part of the transaction.
The disposition of shares and cancellation of options suggest a significant corporate event, such as an acquisition or merger, has occurred involving Avadel Pharmaceuticals.

Insider Trading Filed: 2026-02-12

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Insider Geoffrey Glass has sold a significant amount of Avadel Pharmaceuticals shares, totaling 166,984 shares across multiple transactions.
The share sales were part of the company's acquisition by Alkermes plc, where Glass's shares were converted to cash at $21 per share.
Glass also held various stock options in Avadel Pharmaceuticals, all of which were canceled and exchanged for cash and contingent value rights as part of the acquisition.

Insider Trading Filed: 2026-02-12

Key Insights

The filing indicates that Avadel Pharmaceuticals PLC was acquired by Alkermes plc, with each outstanding Avadel ordinary share being converted into $21.00 in cash and a contingent value right (CVR) for a potential additional $1.50 per share.
Avadel's outstanding stock options were also canceled and exchanged for cash payments based on the excess of the acquisition price over the exercise price, as well as one CVR per share underlying the options.
Insider Mark Anthony McCamish reported the disposition of 22,000 direct-held ordinary shares and 67,025 indirectly-held shares through the McCamish Charitable Remainder Trust in connection with the acquisition.

Insider Trading Filed: 2026-02-12

Key Insights

The reporting person, Thomas S. McHugh, is the Chief Financial Officer of Avadel Pharmaceuticals PLC (AVDL) and has disposed of 100,400 ordinary shares of the company.
McHugh has also disposed of various stock options held in the company, including options to purchase 250,000, 200,000, 150,000, 175,000, 157,500, and 72,000 ordinary shares with different exercise prices and expiration dates.
The dispositions were made in connection with the consummation of the transaction agreement between Avadel Pharmaceuticals and Alkermes PLC, where Alkermes acquired Avadel through a scheme of arrangement.

Insider Trading Filed: 2026-02-12

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The reported transaction represents the acquisition of Avadel Pharmaceuticals plc by Alkermes plc, with each outstanding ordinary share being converted into $21.00 in cash and a contingent value right for a potential additional $1.50 per share.
The reporting person, Linda Palczuk, is a director of Avadel Pharmaceuticals plc and is disposing of 78,905 ordinary shares, as well as various stock options, as a result of the acquisition.
The stock options held by the reporting person, which were granted between 2029 and 2035, are being canceled and exchanged for cash payments and contingent value rights per the terms of the acquisition agreement.

Insider Trading Filed: 2026-02-12

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The reporting person, Jerad G. Seurer, who serves as the General Counsel and Corporate Secretary of Avadel Pharmaceuticals PLC, disposed of 23,496 ordinary shares of the company at $21 per share.
The disposition of shares was in connection with the consummation of a transaction agreement between Avadel Pharmaceuticals PLC and Alkermes PLC, which resulted in Alkermes acquiring Avadel through a scheme of arrangement.
The reporting person also had various stock options that were canceled and exchanged for cash payments and contingent value rights as part of the transaction agreement.

Insider Trading Filed: 2026-02-12

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Peter J. Thornton, a director of Avadel Pharmaceuticals PLC, disposed of 115,060 ordinary shares in the company as part of the company's acquisition by Alkermes plc.
Thornton also had his outstanding stock options canceled and exchanged for cash and contingent value rights as part of the acquisition transaction.
The disposition of shares and options by Thornton suggests he no longer has a direct ownership stake in Avadel Pharmaceuticals following the completion of the acquisition.

Insider Trading Filed: 2026-02-12

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The reporting person, Susan Rodriguez, disposed of 300,000 stock options in Avadel Pharmaceuticals PLC as part of a larger transaction where Alkermes plc acquired the company.
The stock options were disposed of at an exercise price of $9.59 per share, with Rodriguez receiving cash consideration based on the difference between the exercise price and the $21.00 per share acquisition price.
In addition to the cash consideration, Rodriguez will also receive a non-transferable contingent value right entitling her to a potential additional $1.50 per share, subject to achievement of certain milestones.

Insider Trading Filed: 2026-02-06

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The reporting person, Mark Anthony McCamish, transferred 67,025 shares from Matthew 5 LLC to the McCamish Charitable Remainder Trust, of which he and his spouse are income beneficiaries.
McCamish continues to hold 22,000 ordinary shares of the issuer, Avadel Pharmaceuticals PLC, directly.
The transaction appears to be a routine portfolio management move and does not indicate any significant change in McCamish's overall beneficial ownership or investment strategy.

Current Report Filed: 2026-01-20

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Avadel Pharmaceuticals has received court approval to proceed with the proposed scheme of arrangement under which Alkermes plc will acquire the entire issued and to be issued ordinary share capital of Avadel.
The court has directed interested parties to notify Avadel's solicitors by February 5, 2026 if they intend to appear at the Sanction Court Hearing scheduled for February 10, 2026 to support or oppose the application.
The acquisition is expected to close shortly after the court issues an order sanctioning the scheme, subject to the satisfaction of the conditions set forth in the transaction agreement.

Current Report Filed: 2026-01-12

Key Insights

Avadel Pharmaceuticals shareholders approved the acquisition of the company by Alkermes plc, with over 95% of shareholders voting in favor.
The approval includes amendments to Avadel's articles of association to facilitate the acquisition, as well as non-binding approval of executive compensation arrangements.
The acquisition is expected to close in the near future, subject to customary closing conditions.

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