Ende Eric J 4

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.