Thornton Peter J. 4

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.