Palczuk Linda 4

What Happened

• Linda Palczuk, a director of Avadel Pharmaceuticals plc, disposed of company equity on Feb 12, 2026 in connection with Alkermes plc’s acquisition of Avadel. She sold 78,905 ordinary shares at $21.00 per share for $1,657,005. In addition, approximately 266,000 share-equivalents (options and restricted stock awards) were converted/cancelled as part of the transaction (no per-share price listed for those derivative items).

Key Details

• Transaction date: February 12, 2026 (Effective Time of the Scheme).
• Cash consideration: $21.00 per outstanding ordinary share plus a non-transferable contingent value right (CVR) potentially worth $1.50 per share if milestones are met.
• Reported cash proceeds: $1,657,005 for the 78,905 shares sold at $21.00.
• Additional dispositions: ~266,000 shares worth of previously outstanding options and restricted stock were canceled/exchanged for cash and CVRs under the transaction agreement (amounts for those were determined per the agreement and/or depend on option exercise prices).
• Post-transaction holdings: not specified in the filing.
• Notable footnotes: restricted awards vested at the Effective Time and were treated per the Transaction Agreement; outstanding options were canceled and exchanged for cash (less tax/withholdings) and CVRs; some options are held in a revocable trust of which the reporting person is trustee.
• Filing timeliness: report filed with the SEC on Feb 12, 2026 (same date as the transaction Effective Time).

Context

• This was a corporate sale/disposition tied to a takeover (scheme of arrangement), not an open-market trade: each Avadel share converted into $21 cash plus a contingent CVR. For options, the agreement provided cash consideration equal to (shares × (cash consideration − option strike)) plus CVRs. Such disposals are routine outcomes of M&A transactions and do not by themselves signal a judgment about future share performance.