Rodriguez Susan 4

What Happened
Susan Rodriguez, Chief Operating Officer of Avadel Pharmaceuticals plc, had 300,000 outstanding options disposed to the issuer on February 12, 2026 as part of Avadel’s acquisition by Alkermes plc. Each canceled option was exchanged for (i) a cash payment equal to the number of underlying shares multiplied by the excess of $21.00 over the option exercise price (less applicable withholding) and (ii) a non-transferable contingent value right (CVR) worth up to $1.50 per share subject to certain milestone achievement. The filing lists this as a derivative disposition (options canceled), not an open‑market sale.

Key Details

• Transaction date: February 12, 2026 (effective time of the Scheme).
• Report filed: February 12, 2026 (same day filing).
• Instrument/quantity: 300,000 options (derivative) canceled/exchanged.
• Cash consideration formula: (number of shares) × ($21.00 − option exercise price) (net of taxes/withholdings); exact cash received depends on each option’s exercise price and is not disclosed in the Form 4.
• Additional consideration: non-transferable CVR potentially worth $1.50 per share subject to milestones.
• Shares owned after transaction: not specified in the Form 4.
• Relevant agreements: transaction pursuant to the Transaction Agreement (Oct 22, 2025; amended Nov 18, 2025) and a court-approved scheme of arrangement under Irish law by which Alkermes acquired Avadel.

Context
This was a corporate‑transaction driven disposition: outstanding options were canceled and converted into cash and contingent rights at the closing of the acquisition rather than sold in the open market. Such filings commonly reflect deal consideration mechanics and do not necessarily indicate an insider’s personal trading decision. The Form 4 was filed the same day as the effective time, so there is no late‑filing indication.