Glass Geoffrey Michael 4
4 · AVADEL PHARMACEUTICALS PLC · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Avadel (AVDL) Director Geoffrey Glass Sells Shares in Acquisition
What Happened
Geoffrey M. Glass, a director of Avadel Pharmaceuticals plc, had his Avadel holdings converted and paid out at the Effective Time of Alkermes plc’s acquisition (Feb 12, 2026). Glass disposed 166,984 ordinary shares for $21.00 per share (cash proceeds of $3,506,664). In addition, 241,000 shares tied to derivative awards/options were canceled or converted pursuant to the transaction, resulting in additional cash consideration (amounts not disclosed) and contingent value rights (CVRs).
Key Details
- Transaction date: February 12, 2026 (Effective Time of the scheme of arrangement). Disposition type: to issuer in connection with the acquisition.
- Ordinary shares converted at $21.00 per share; cash received for reported ordinary-share line items = $3,506,664.
- Derivative/option-related positions covering 241,000 underlying shares were canceled/exchanged for cash (spread value not shown) and CVRs. Total shares affected ≈ 407,984.
- Each former ordinary share also received a non-transferable CVR for up to $1.50 per share contingent on milestone achievement.
- Some disposed shares were previously restricted stock awards that vested and were treated the same at the Effective Time.
- Certain shares were held in trusts of which Glass is trustee/co-trustee and beneficiary.
- Filing date: February 12, 2026 (same day as Effective Time); no late filing indicated in the report.
Context
These were not open-market sales but disposals to the issuer as part of a corporate acquisition (Alkermes’ scheme of arrangement). Options were canceled and exchanged per the transaction terms for cash equal to the option spread and one CVR per underlying share. Such M&A-driven conversions are routine and reflect deal consideration rather than an independent trading signal by the insider.
Insider Transaction Report
Form 4Exit
Glass Geoffrey Michael
Director
Transactions
- Disposition to Issuer
Ordinary Shares
[F1][F2][F3]2026-02-12$21.00/sh−22,005$462,105→ 0 total - Disposition to Issuer
Ordinary Shares
[F1][F2][F4]2026-02-12$21.00/sh−69,075$1,450,575→ 0 total(indirect: By Trust) - Disposition to Issuer
Ordinary Shares
[F1][F2][F5]2026-02-12$21.00/sh−75,904$1,593,984→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (Right to Buy)
[F6][F5]2026-02-12−60,000→ 0 total(indirect: By Trust)Exercise: $2.03Exp: 2029-08-07→ Ordinary Shares (60,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F6][F5]2026-02-12−42,000→ 0 total(indirect: By Trust)Exercise: $8.48Exp: 2030-08-07→ Ordinary Shares (42,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F6][F5]2026-02-12−42,000→ 0 total(indirect: By Trust)Exercise: $8.07Exp: 2031-08-03→ Ordinary Shares (42,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F6][F5]2026-02-12−42,000→ 0 total(indirect: By Trust)Exercise: $4.79Exp: 2032-08-03→ Ordinary Shares (42,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F6][F5]2026-02-12−33,000→ 0 total(indirect: By Trust)Exercise: $14.10Exp: 2033-08-01→ Ordinary Shares (33,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F6][F5]2026-02-12−11,000→ 0 total(indirect: By Trust)Exercise: $16.32Exp: 2034-07-30→ Ordinary Shares (11,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F6][F5]2026-02-12−11,000→ 0 total(indirect: By Trust)Exercise: $10.83Exp: 2035-07-29→ Ordinary Shares (11,000 underlying)
Footnotes (6)
- [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 Geoffrey Glass Trust of which the Reporting Person is a co-trustee. The Reporting Person is the sole beneficiary of the trust.
- [F5]These Ordinary Shares are held by Geoffrey M. Glass Revocable Trust U/T/D August 26, 2020 of which the Reporting Person is trustee. The Reporting Person and members of his immediate family are the sole beneficiaries of the trust.
- [F6]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