Palczuk Linda 4
4 · AVADEL PHARMACEUTICALS PLC · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Avadel (AVDL) Director Linda Palczuk Sells Shares in Takeover
What Happened
- Linda Palczuk, a director of Avadel Pharmaceuticals plc, disposed of company equity on Feb 12, 2026 in connection with Alkermes plc’s acquisition of Avadel. She sold 78,905 ordinary shares at $21.00 per share for $1,657,005. In addition, approximately 266,000 share-equivalents (options and restricted stock awards) were converted/cancelled as part of the transaction (no per-share price listed for those derivative items).
Key Details
- Transaction date: February 12, 2026 (Effective Time of the Scheme).
- Cash consideration: $21.00 per outstanding ordinary share plus a non-transferable contingent value right (CVR) potentially worth $1.50 per share if milestones are met.
- Reported cash proceeds: $1,657,005 for the 78,905 shares sold at $21.00.
- Additional dispositions: ~266,000 shares worth of previously outstanding options and restricted stock were canceled/exchanged for cash and CVRs under the transaction agreement (amounts for those were determined per the agreement and/or depend on option exercise prices).
- Post-transaction holdings: not specified in the filing.
- Notable footnotes: restricted awards vested at the Effective Time and were treated per the Transaction Agreement; outstanding options were canceled and exchanged for cash (less tax/withholdings) and CVRs; some options are held in a revocable trust of which the reporting person is trustee.
- Filing timeliness: report filed with the SEC on Feb 12, 2026 (same date as the transaction Effective Time).
Context
- This was a corporate sale/disposition tied to a takeover (scheme of arrangement), not an open-market trade: each Avadel share converted into $21 cash plus a contingent CVR. For options, the agreement provided cash consideration equal to (shares × (cash consideration − option strike)) plus CVRs. Such disposals are routine outcomes of M&A transactions and do not by themselves signal a judgment about future share performance.
Insider Transaction Report
Form 4Exit
Palczuk Linda
Director
Transactions
- Disposition to Issuer
Ordinary Shares
[F1][F2][F3]2026-02-12$21.00/sh−78,905$1,657,005→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F4][F5]2026-02-12−60,000→ 0 total(indirect: By Trust)Exercise: $2.03Exp: 2029-08-07→ Ordinary Shares (60,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4][F5]2026-02-12−42,000→ 0 total(indirect: By Trust)Exercise: $8.48Exp: 2030-08-07→ Ordinary Shares (42,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4][F5]2026-02-12−42,000→ 0 total(indirect: By Trust)Exercise: $8.07Exp: 2031-08-03→ Ordinary Shares (42,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4][F5]2026-02-12−42,000→ 0 total(indirect: By Trust)Exercise: $4.79Exp: 2032-08-03→ Ordinary Shares (42,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4][F5]2026-02-12−33,000→ 0 total(indirect: By Trust)Exercise: $14.10Exp: 2033-08-01→ Ordinary Shares (33,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4][F5]2026-02-12−11,000→ 0 total(indirect: By Trust)Exercise: $16.32Exp: 2034-07-30→ Ordinary Shares (11,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4][F5]2026-02-12−25,000→ 0 total(indirect: By Trust)Exercise: $10.93Exp: 2034-12-17→ Ordinary Shares (25,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4][F5]2026-02-12−11,000→ 0 total(indirect: By Trust)Exercise: $10.83Exp: 2035-07-29→ Ordinary Shares (11,000 underlying)
Footnotes (5)
- [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).
- [F5]The Options are held by a revocable trust of which the Reporting Person is trustee.
Signature
/s/ Robert E. Puopolo, as Attorney-in-Fact|2026-02-12