Ende Eric J 4
4 · AVADEL PHARMACEUTICALS PLC · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Avadel (AVDL) Director Eric J. Ende Sells Shares
What Happened
- Eric J. Ende, a director of Avadel Pharmaceuticals plc (AVDL), disposed of Avadel equity on February 12, 2026 in connection with Alkermes plc’s acquisition of Avadel.
- He received $21.00 per ordinary share for 219,905 shares (total cash $4,618,005). In addition, a series of restricted stock awards and options he held were treated under the transaction (converted/cancelled) and resulted in cash and contingent value rights (CVRs) rather than retained Avadel shares.
Key Details
- Transaction date: February 12, 2026 (effective time of the scheme of arrangement).
- Report filed: Feb 12, 2026 (timely with same-day reporting).
- Cash proceeds shown: $21.00 x 219,905 shares = $4,618,005.
- Other items: multiple Restricted Stock Awards vested and were disposed, and outstanding options were cancelled and exchanged for cash (amount equals number of option shares × (21.00 − exercise price)) plus one CVR per share; many derivative items show N/A price because consideration included non-transferable CVRs (see footnotes).
- Shares owned after transaction: outstanding ordinary shares were converted into cash and CVRs at the deal’s effective time, so holders no longer held Avadel ordinary shares (they instead received cash and CVRs).
- Notable footnotes: dispositions occurred under the Transaction Agreement dated Oct 22, 2025 (amended Nov 18, 2025) and pursuant to an Irish scheme of arrangement; CVRs may pay up to $1.50 per share if certain milestones are met; option cash payments are subject to applicable tax/withholdings.
Context
- This was not an open-market sale but a corporate transaction (merger/scheme) where each share was cashed out at $21 and converted into a CVR for contingent upside. For options, the deal cancelled options and provided cash for in‑the‑money value plus CVRs.
- Such filings in a takeover reflect deal consideration, not routine insider trading choices; they do not necessarily signal the insider’s view of the company’s future beyond acceptance of the merger terms.
Insider Transaction Report
Form 4Exit
Ende Eric J
Director
Transactions
- Disposition to Issuer
Ordinary Shares
[F1][F2][F3]2026-02-12$21.00/sh−219,905$4,618,005→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−8,057→ 0 totalExercise: $1.49Exp: 2029-05-22→ Ordinary Shares (8,057 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−60,000→ 0 totalExercise: $2.03Exp: 2029-08-07→ Ordinary Shares (60,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−42,000→ 0 totalExercise: $8.48Exp: 2030-08-07→ Ordinary Shares (42,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−42,000→ 0 totalExercise: $8.07Exp: 2031-08-03→ Ordinary Shares (42,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−42,000→ 0 totalExercise: $4.79Exp: 2032-08-03→ Ordinary Shares (42,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−33,000→ 0 totalExercise: $14.10Exp: 2033-08-01→ Ordinary Shares (33,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−11,000→ 0 totalExercise: $16.32Exp: 2034-07-30→ Ordinary Shares (11,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−11,000→ 0 totalExercise: $10.83Exp: 2035-07-29→ Ordinary Shares (11,000 underlying)
Footnotes (4)
- [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 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]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