Thornton Peter J. 4
4 · AVADEL PHARMACEUTICALS PLC · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Avadel (AVDL) Director Peter J. Thornton Sells Shares
What Happened Peter J. Thornton, a director of Avadel Pharmaceuticals plc (AVDL), had dispositions on Feb 12, 2026 tied to the company’s acquisition by Alkermes plc. He disposed of 115,060 ordinary shares at $21.00 per share for $2,416,260. Several other positions (restricted stock awards and options) were also settled with no per-share price listed because they were canceled/exchanged under the merger terms.
Under the transaction, each outstanding ordinary share was converted into $21.00 in cash plus a non-transferable contingent value right (CVR) potentially worth up to $1.50 per share if certain milestones are met. Outstanding restricted awards vested and were treated the same; outstanding options were canceled and exchanged for a cash payment (based on the excess of $21.00 over the option exercise price) plus one CVR per share.
Key Details
- Transaction date: February 12, 2026 (Effective time of the scheme/merger).
- Reported cash sale: 115,060 shares @ $21.00 = $2,416,260.
- Other dispositions: multiple lots (60,000; 42,000; 42,000; 42,000; 33,000; 11,000; 11,000) listed as derivative/issuer dispositions with no per-share cash price shown in the Form 4 (these reflect canceled options/vested restricted awards exchanged under deal terms).
- Shares owned after transaction: not specified in this filing.
- Notable footnotes:
- F1/F2: Dispositions were part of the Transaction Agreement and Scheme under which Alkermes acquired Avadel; each share converted to $21 cash + one CVR (up to $1.50).
- F3: Restricted stock awards vested at the Effective Time and were treated as shares for the cash/CVR exchange.
- F4: Options were canceled and replaced by a cash amount (number of option shares × ($21 − exercise price), less withholding) and one CVR per share.
- Filing timeliness: Form 4 filed with the SEC on the same date (no late filing indicated).
Context These transactions are corporate-transaction-driven dispositions (merger consideration), not open-market sales. The CVR is a contingent payment tied to future milestones and is non-transferable. Derivative entries show “N/A” for per-share price because the cash consideration for options depends on each option’s exercise price and was calculated as part of the merger settlement.
Insider Transaction Report
- Disposition to Issuer
Ordinary Shares
[F1][F2][F3]2026-02-12$21.00/sh−115,060$2,416,260→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−60,000→ 0 totalExercise: $2.03Exp: 2029-08-07→ Ordinary Shares (60,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−42,000→ 0 totalExercise: $8.48Exp: 2030-08-07→ Ordinary Shares (42,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−42,000→ 0 totalExercise: $8.07Exp: 2031-08-03→ Ordinary Shares (42,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−42,000→ 0 totalExercise: $4.79Exp: 2032-08-03→ Ordinary Shares (42,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−33,000→ 0 totalExercise: $14.10Exp: 2033-08-01→ Ordinary Shares (33,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−11,000→ 0 totalExercise: $16.32Exp: 2034-07-30→ Ordinary Shares (11,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-02-12−11,000→ 0 totalExercise: $10.83Exp: 2035-07-29→ Ordinary Shares (11,000 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).