Seurer Jerad G. 4
4 · AVADEL PHARMACEUTICALS PLC · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Avadel (AVDL) GC Jerad Seurer Sells Shares in Acquisition
What Happened
- Jerad G. Seurer, General Counsel & Corporate Secretary of Avadel Pharmaceuticals plc (AVDL), reported dispositions on Feb 12, 2026 related to the closing of Avadel’s acquisition by Alkermes plc. The Form 4 shows a sale/settlement of 23,496 ordinary shares for $21.00/share (total $493,416) and additional dispositions totaling 491,500 share-equivalents tied to options and restricted stock (total disposed = 514,996).
- The additional items are derivative-related dispositions (options and restricted stock) that were canceled or converted under the merger agreement and therefore show N/A prices on the Form 4; they were settled per the transaction terms described below.
Key Details
- Transaction date: February 12, 2026 (Effective Time of the Scheme/closing).
- Reported cash received: $493,416 for 23,496 ordinary shares at $21.00/share. Other derivative items are reported as N/A because their cash value depends on option exercise prices and the merger exchange formulas.
- Total share-equivalents disposed: 514,996 (23,496 ordinary shares + 491,500 from options/restricted awards).
- Deal terms (important): Each outstanding ordinary share was converted into $21.00 in cash plus a non-transferable contingent value right (CVR) potentially worth $1.50 per share if certain milestones are met. Outstanding options were canceled and exchanged for (i) cash equal to the number of shares subject to the option multiplied by the excess of $21.00 over the option exercise price (less withholdings) and (ii) one CVR per underlying share. Restricted stock awards vested at the Effective Time and were treated similarly.
- Shares owned after transaction: not specified in the provided summary of the filing.
- Filing timeliness: Form filed with reporting date Feb 12, 2026 (no late-filing indication in provided data).
Context
- These dispositions are deal-related (merger/scheme) rather than routine open-market sales. The cash-and-CVR structure is typical for M&A consideration: immediate cash plus contingent upside if milestones are met.
- For options: value received for canceled options depends on each option’s exercise price (the Form 4 reports these derivative cancellations as N/A because the exchange calculation is contract-specific).
- This report documents settlement under the Transaction Agreement with Alkermes plc; it does not by itself indicate insider sentiment about the company’s future performance.
Insider Transaction Report
Form 4Exit
Seurer Jerad G.
Gen. Counsel & Corp. Secretary
Transactions
- Disposition to Issuer
Ordinary Shares
[F1][F2][F3]2026-02-12$21.00/sh−23,496$493,416→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−25,000→ 0 totalExercise: $9.67Exp: 2027-11-07→ Ordinary Shares (25,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−30,000→ 0 totalExercise: $7.55Exp: 2030-01-02→ Ordinary Shares (30,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−80,000→ 0 totalExercise: $6.79Exp: 2030-12-08→ Ordinary Shares (80,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−47,500→ 0 totalExercise: $8.20Exp: 2031-12-07→ Ordinary Shares (47,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−100,000→ 0 totalExercise: $4.69Exp: 2032-08-04→ Ordinary Shares (100,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−125,000→ 0 totalExercise: $13.57Exp: 2034-02-20→ Ordinary Shares (125,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−84,000→ 0 totalExercise: $7.87Exp: 2030-03-06→ Ordinary Shares (84,000 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).
Signature
/s/ Robert E. Puopolo, as Attorney-in-Fact|2026-02-12