THOMAS S. MCHUGH - 12 Feb 2026 Form 4 Insider Report for AVADEL PHARMACEUTICALS PLC (AVDL)

Role
Chief Financial Officer
Signature
/s/ Robert E. Puopolo, as Attorney-in-Fact
Issuer symbol
AVDL
Transactions as of
12 Feb 2026
Net transactions value
-$2,108,400
Form type
4
Filing time
12 Feb 2026, 17:34:36 UTC
Previous filing
07 Mar 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
MCHUGH THOMAS S Chief Financial Officer C/O AVADEL PHARMACEUTICALS PLC, 10 EARLSFORT TERRACE, DUBLIN 2, IRELAND /s/ Robert E. Puopolo, as Attorney-in-Fact 12 Feb 2026 0001240547

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AVDL Ordinary Shares Disposed to Issuer $2,108,400 -100,400 -100% $21.00 0 12 Feb 2026 Direct F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AVDL Stock Option (Right to Buy) Disposed to Issuer -250,000 -100% 0 12 Feb 2026 Ordinary Shares 250,000 $3.45 Direct F4
transaction AVDL Stock Option (Right to Buy) Disposed to Issuer -200,000 -100% 0 12 Feb 2026 Ordinary Shares 200,000 $6.79 Direct F4
transaction AVDL Stock Option (Right to Buy) Disposed to Issuer -150,000 -100% 0 12 Feb 2026 Ordinary Shares 150,000 $8.20 Direct F4
transaction AVDL Stock Option (Right to Buy) Disposed to Issuer -175,000 -100% 0 12 Feb 2026 Ordinary Shares 175,000 $4.69 Direct F4
transaction AVDL Stock Option (Right to Buy) Disposed to Issuer -157,500 -100% 0 12 Feb 2026 Ordinary Shares 157,500 $13.57 Direct F4
transaction AVDL Stock Option (Right to Buy) Disposed to Issuer -72,000 -100% 0 12 Feb 2026 Ordinary Shares 72,000 $7.87 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

THOMAS S. MCHUGH is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
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).