MCHUGH THOMAS S 4
4 · AVADEL PHARMACEUTICALS PLC · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Avadel (AVDL) CFO Thomas McHugh Sells Shares in Acquisition
What Happened
Thomas S. McHugh, Chief Financial Officer of Avadel Pharmaceuticals plc (AVDL), disposed of ordinary shares and related derivative awards on February 12, 2026 in connection with Alkermes plc’s acquisition of Avadel. The filing shows 100,400 ordinary shares converted into $21.00 per share cash, generating $2,108,400. Additional dispositions listed (250,000; 200,000; 150,000; 175,000; 157,500; 72,000 shares) represent derivative instruments (restricted stock awards and options) that were canceled or converted as part of the transaction; their reported per-item consideration is shown as N/A because they were settled under the merger terms.
Key Details
- Transaction date: February 12, 2026 (Effective Time of the Scheme of Arrangement).
- Price reported for ordinary shares: $21.00 per share for 100,400 shares = $2,108,400. Other entries are derivative conversions (no per-share cash shown in the Form 4).
- Total ordinary shares/underlying instruments listed in the filing: 1,104,900 shares affected (100,400 ordinary + 1,004,500 from derivative lines).
- Footnotes:
- F1–F2: Transactions occurred under the Transaction Agreement with Alkermes; each outstanding ordinary share was converted into $21.00 cash plus one non-transferable contingent value right (CVR) for up to $1.50 per share subject to milestone achievement.
- F3: Restricted stock awards vested at the Effective Time and were treated per the Transaction Agreement.
- F4: Outstanding options were canceled and exchanged for cash equal to (number of underlying shares × (Cash Consideration − exercise price)) and one CVR per underlying share.
- Shares owned after transaction: Not specified in the provided filing lines.
- Filing timeliness: Reported with period and filing date of February 12, 2026 (filed same day), indicating a timely filing.
Context
This was not an open-market sale driven by the insider’s discretionary trade but the result of a corporate acquisition: Avadel’s securities (ordinary shares, vested restricted awards and options) were settled per the merger agreement with Alkermes. Ordinary shares received $21.00 in cash plus a CVR for potential additional payment; options were canceled and converted to cash (formulaic) plus CVRs. Such deal-related dispositions are routine in change-of-control transactions and reflect the transaction mechanics rather than an independent insider view on the company’s prospects.
Insider Transaction Report
- Disposition to Issuer
Ordinary Shares
[F1][F2][F3]2026-02-12$21.00/sh−100,400$2,108,400→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−250,000→ 0 totalExercise: $3.45Exp: 2029-12-02→ Ordinary Shares (250,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−200,000→ 0 totalExercise: $6.79Exp: 2030-12-08→ Ordinary Shares (200,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−150,000→ 0 totalExercise: $8.20Exp: 2031-12-07→ Ordinary Shares (150,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−175,000→ 0 totalExercise: $4.69Exp: 2032-08-04→ Ordinary Shares (175,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−157,500→ 0 totalExercise: $13.57Exp: 2034-02-20→ Ordinary Shares (157,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−72,000→ 0 totalExercise: $7.87Exp: 2030-03-06→ Ordinary Shares (72,000 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).