Seurer Jerad G. 4

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.