Divis Gregory J 4
4 · AVADEL PHARMACEUTICALS PLC · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Avadel (AVDL) CEO Gregory Divis Sells Shares in Alkermes Acquisition
What Happened
- Gregory J. Divis, CEO of Avadel Pharmaceuticals plc, disposed of a total of 3,091,105 ordinary-share equivalents on February 12, 2026 in connection with Alkermes plc’s acquisition of Avadel.
- Of those, 211,105 ordinary shares and 10,000 ordinary shares were converted into cash at $21.00 per share (total known cash = $4,643,205). The remaining 2,870,000 share equivalents (restricted stock awards and options) were canceled or converted pursuant to the merger agreement; cash amounts for those are reported as N/A on the Form 4 because they were handled under the transaction terms and/or involved derivative settlement mechanics.
Key Details
- Transaction date: February 12, 2026 (Effective Time of the Scheme/merger).
- Price: Outstanding ordinary shares converted into $21.00 in cash per share; holders also received a non-transferable contingent value right (CVR) potentially worth $1.50 per share if milestones are met.
- Shares disposed: 3,091,105 total share/option equivalents (221,105 ordinary shares priced at $21; 2,870,000 reported as derivative/N/A).
- Cash received (disclosed): $4,643,205 for 221,105 shares at $21.00 each. Options were canceled and exchanged for cash equal to (shares × (Cash Consideration − exercise price)) and one CVR per share, with applicable tax withholdings.
- Shares owned after transaction: Outstanding ordinary shares were converted at the Effective Time, so no ordinary shares remained post-closing; outstanding options were canceled/exchanged per the agreement.
- Notable footnotes: (F1–F5) Transaction was pursuant to a Transaction Agreement and scheme of arrangement; RSAs vested at closing and were treated as described; some shares were held in the reporting person’s revocable trust; options were canceled and settled for cash and CVRs.
- Filing timeliness: Reported with period and filing date of Feb 12, 2026 (filed as of the Effective Time) — not indicated as late.
Context
- This was not an open-market sale for personal liquidity but the automatic conversion/cancellation of holdings under the acquisition agreement: outstanding ordinary shares were cashed out at $21 and converted into CVRs for potential additional payments; options were canceled and settled per the deal formula (cash less any exercise price and tax withholdings, plus CVRs). These kinds of transactions reflect deal consideration rather than a CEO-initiated market sale.
Insider Transaction Report
Form 4Exit
Divis Gregory J
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Ordinary Shares
[F1][F2][F3]2026-02-12$21.00/sh−211,105$4,433,205→ 0 total - Disposition to Issuer
Ordinary Shares
[F1][F2][F4]2026-02-12$21.00/sh−10,000$210,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-02-12−150,000→ 0 totalExercise: $10.40Exp: 2026-12-14→ Ordinary Shares (150,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-02-12−100,000→ 0 totalExercise: $8.95Exp: 2027-12-12→ Ordinary Shares (100,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-02-12−50,000→ 0 totalExercise: $7.06Exp: 2028-03-22→ Ordinary Shares (50,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-02-12−100,000→ 0 totalExercise: $1.85Exp: 2029-03-07→ Ordinary Shares (100,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-02-12−400,000→ 0 totalExercise: $1.71Exp: 2029-05-30→ Ordinary Shares (400,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-02-12−500,000→ 0 totalExercise: $6.79Exp: 2030-12-08→ Ordinary Shares (500,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-02-12−310,000→ 0 totalExercise: $8.20Exp: 2031-12-07→ Ordinary Shares (310,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-02-12−350,000→ 0 totalExercise: $4.69Exp: 2032-08-04→ Ordinary Shares (350,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-02-12−600,000→ 0 totalExercise: $13.57Exp: 2034-02-20→ Ordinary Shares (600,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-02-12−310,000→ 0 totalExercise: $7.87Exp: 2030-03-06→ Ordinary Shares (310,000 underlying)
Footnotes (5)
- [F1]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.
- [F2]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").
- [F3]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.
- [F4]These Ordinary Shares are held by the Gregory J. Divis Jr. Revocable Trust, of which the Reporting Person is trustee and beneficiary.
- [F5]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).
Signature
/s/ Robert E. Puopolo, as Attorney-in-Fact|2026-02-12