Divis Gregory J 4

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.