MCHUGH THOMAS S 4

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.