UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT ~~REPORT~~REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 1224, 2026

ALKERMES PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland	001-35299	~~98-1007018~~	98-1007018
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction	(Commission		(IRS Employer
of incorporation)	File Number)		Identification No.)
Connaught House, 1 Burlington Road
Dublin 4, Ireland D04 C5Y6
(Address of principal executive offices)

~~Connaught~~Registrant's ~~House,~~telephone ~~1 Burlington Road Dublin 4~~number, ~~Ireland~~including ~~D04~~area ~~C5Y6~~code: ~~(Address~~+ ~~of principal executive offices)~~353-1-772-8000

Registrant’s telephone number, including area code: + 353-1-772-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on ~~whichregistered~~which registered
Ordinary shares, $0.01 par value		ALKS		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Term~~On ~~Loan~~February ~~Credit~~24, ~~Facilities~~2026, Richard F. Pops, Chairman and Chief Executive Officer of Alkermes plc (the “Company”), notified the Company’s board of directors (the “Board”) of his decision to retire from his position of Chief Executive Officer, effective July 31, 2026, following a distinguished 35 years of service in this role.

OnTo ~~February 12,~~support ~~2026, in connection with~~ the ~~Acquisition (as defined below), Alkermes plc (the “~~Company”) ~~entered~~during ~~into~~this ~~a credit agreement (the “Credit Agreement”)~~transition, ~~by and among Alkermes plc, as the TopCo Borrower, Alkermes, Inc~~Mr., asPops ~~the~~will ~~U.S.~~serve ~~Borrower, Alkermes Finance LLC,~~ as the U.S. Co-Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Joint Lead Arranger and Joint Bookrunner, BofA Securities, Inc., as Joint Lead Arranger and Joint Bookrunner, and the lenders party thereto. The Credit Agreement provides for (i) a ~~senior~~Senior ~~secured~~Advisor ~~term loan A facility in an aggregate principal amount of up~~ to ~~$750 million (~~the ~~“TLA~~Company ~~Facility”)~~through ~~and~~December ~~(ii) a~~31, ~~senior~~2026 ~~secured term loan B facility in an aggregate principal amount of up to $775 million~~ (the “~~TLB~~Senior ~~Facility”~~Advisor ~~and~~Service ~~together with the TLA Facility, the “Facilities~~Term”). ~~The TLA Facility matures on February 12, 2031,~~ and ~~the~~will ~~TLB~~remain ~~Facility matures~~ on ~~August 12, 2031. On~~ the ~~closing date of the Facilities (the “Closing Date”)~~Board, weserving ~~borrowed~~as ~~the~~non-executive ~~full $1~~Chairman.~~525 billion available under the Facilities.~~

~~Borrowings~~The ~~under~~Board ~~the~~thanks TLA Facility will bear interest at an annual rate of, at our option, either (i) the Term SOFR Rate (as defined in the Credit Agreement) plus a Secured Net Leverage Ratio (as defined in the Credit Agreement)-based margin, which will initially be 2Mr.~~75%~~ ~~per~~Pops ~~annum~~for orhis ~~(ii) the~~visionary ~~Alternate Base Rate (as defined in the Credit Agreement) plus a Secured Net Leverage Ratio-based margin~~leadership, ~~which~~his ~~will~~dedicated ~~initially~~service beand ~~1.75%~~invaluable ~~per~~contributions ~~annum.~~to ~~Borrowings under~~ the ~~TLB~~Company’s ~~Facility~~growth ~~will~~and ~~bear interest at an annual rate of~~success, atand ~~our~~his ~~option,~~continued ~~either~~commitment ~~(i) the Term SOFR Rate plus a margin of 2.75% per annum or (ii) the Alternate Base Rate plus a margin of 1.75% per annum. We have agreed~~ to ~~pay certain fees and expenses in connection with~~ the ~~Facilities,~~Company asthrough ~~set~~his ~~forth~~transition ~~in the Credit Agreement~~ and ~~certain related fee letters~~beyond.

~~The~~On ~~Credit~~February ~~Agreement~~24, ~~(other~~2026, ~~than~~the ~~with~~Board ~~respect~~appointed toBlair C. Jackson, the ~~TLB~~Company’s ~~Facility)~~current ~~requires~~Executive Vice President, Chief Operating Officer, to serve as the ~~maintenance~~Company’s ofChief aExecutive ~~maximum~~Officer, ~~Secured~~effective ~~Net~~August ~~Leverage~~1, ~~Ratio~~2026, ~~and~~following aMr. ~~minimum~~Pops’ ~~Consolidated~~retirement. ~~Interest~~Mr. ~~Coverage~~Jackson, ~~Ratio~~age ~~(as~~53, ~~defined~~has inserved as the ~~Credit~~Company’s ~~Agreement)~~Executive Vice President, inChief ~~each~~Operating ~~case~~Officer since January 2021, ~~with~~leading the ~~levels~~Company’s ~~set~~global ~~forth~~operations, inquality, ~~the~~information ~~Credit Agreement~~technology, business development and corporate planning functions. He also served as interim principal financial officer of the ~~last~~Company ~~day~~from ofFebruary ~~any~~2024 ofto ~~our~~September ~~fiscal~~2025. ~~quarters~~Prior ~~ending~~to ~~after~~assuming ~~the~~his ~~Closing~~current ~~Date~~position, Mr. InJackson ~~addition~~served in various strategic, ~~the~~scientific ~~Credit~~and ~~Agreement~~corporate ~~contains~~roles ~~customary~~of ~~affirmative~~increasing ~~and~~responsibility ~~negative~~within ~~covenants~~the Company, including ~~limitations~~most onrecently ~~indebtedness,~~as ~~liens,~~Senior ~~mergers,~~Vice ~~consolidations~~President, ~~sales~~Corporate Planning of ~~assets~~Alkermes, ~~investments~~Inc., ~~transactions~~a ~~with~~subsidiary ~~affiliates~~of the Company, ~~restricted~~from ~~payments~~July ~~and~~2018 ~~sales~~to ~~and~~January ~~leasebacks~~2021. ~~The~~Mr. ~~Credit~~Jackson ~~Agreement~~earned ~~also~~a ~~contains~~Bachelor ~~certain~~of ~~customary~~Arts ~~events~~in Biochemistry from the University of ~~default~~Calgary, ~~including~~a ~~upon~~Bachelor of Arts in Chemical Engineering and a ~~change~~Master of ~~control~~Business Administration from the University of Alberta, and a Master of Science in Chemical Engineering practice from the Massachusetts Institute of Technology.

~~The~~ ~~Credit~~Mr. ~~Agreement~~Jackson ishas ~~guaranteed~~not byentered ~~subsidiary~~into ~~guarantors~~any ~~and~~material ~~secured~~plan, bycontract, aarrangement ~~lien~~or onamendment ~~substantially~~in ~~all~~connection with this appointment. There are no family relationships between Mr. Jackson and any director or executive officer of the ~~assets~~Company or person nominated or chosen by the Company to become a director or executive officer of the ~~borrowers~~Company, and ~~the~~Mr. ~~subsidiary~~Jackson ~~guarantors,~~does ~~whether~~not ~~owned~~have asa direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of ~~the~~Regulation ~~Closing~~S-K. ~~Date~~There are also no arrangements or ~~thereafter~~understandings ~~acquired~~between Mr. Jackson and any other person pursuant to which Mr. Jackson was selected as an officer of the Company.

~~The~~In ~~foregoing~~connection ~~description~~with ofMr. Pops’ retirement, on February 24, 2026, Mr. Pops entered into a letter agreement with the ~~Credit~~Company (the “Letter Agreement”) ~~does~~to ~~not~~memorialize ~~purport~~the terms of his continued service as a Senior Advisor to the Company and non-executive Chairman of the Board. Pursuant to the Letter Agreement, Mr. Pops will be ~~complete~~eligible to receive (i) a monthly cash retainer of $75,000 ~~provides~~while ~~only~~serving as a ~~summary~~Senior Advisor, (ii) a fiscal year 2026 annual cash bonus, expected to be paid in the first quarter of 2027, at the ~~material~~target ~~terms~~level, pro-rated to reflect his service as Chief Executive Officer during fiscal year 2026, (iii) in lieu of a 2026 annual equity award, a time-based restricted stock unit award for fiscal year 2026, with a grant value of $2,687,500.00, which is consistent with Mr. Pops’ fiscal year 2025 annual equity incentive award, pro-rated to twelve-forty eighths (12/48) of such grant value to reflect Mr. Pops’ service during fiscal year 2026 through the ~~Credit~~Senior ~~Agreement~~Advisor Service Term and scheduled to vest on December 31, 2026, and is(iv) ~~subject~~for his service as non-executive Chairman, an annual retainer of $40,000, pro-rated to reflect his term of service as non-executive Chairman. While serving on the Board, Mr. Pops’ outstanding equity awards will continue to vest in accordance with their terms based on his continued service relationship with the Company, and ~~qualified~~Mr. Pops will participate in ~~its~~the ~~entirety~~Company’s bynon-employee ~~reference~~director cash compensation program. Upon the expiration of Mr. Pops’ service on the Board, (i) his outstanding time-based stock options that were scheduled to vest during the 21-month period following his service on the Board (the “Post-Service Vesting Period”) will vest, (ii) his performance-based stock options will remain outstanding during the ~~full~~Post-Service ~~text~~Vesting ofPeriod and will vest, if at all, based on actual performance (but will expire no later than the ~~Credit~~expiration ~~Agreement~~date set forth in such stock options) and (iii) his 2025 performance-based restricted stock unit awards that were scheduled to vest during the Post-Service Vesting Period will remain outstanding and will vest, aif ~~copy~~at all, based on actual performance during the applicable performance period. In addition, upon the expiration of ~~which~~Mr. isPops’ ~~filed~~service ason ~~Exhibit~~the 10Board, the post-termination exercise periods of Mr.1 Pops’ outstanding stock options will be extended to ~~this~~the ~~Current~~earlier ~~Report~~of on(i) ~~Form~~the 8end of the Post-KService Vesting Period and is(ii) ~~incorporated~~the byoriginal ~~reference~~expiration ~~into~~date ~~this~~of ~~Item~~the 1applicable stock option.01 In the event of a change in control or sale event with respect to the Company following Mr. Pops’ service on the Board and prior to the end of

~~Item 1.02 Termination of a Material Definitive Agreement.~~2

Onthe ~~February 12,~~Post-Service ~~2026~~Vesting Period, inhis ~~connection~~outstanding ~~with~~equity ~~completion~~awards ofwill ~~the~~become ~~Acquisition~~fully ~~(as~~vested ~~described~~immediately inprior ~~Item~~to ~~2.01 below) and~~ the ~~Company’s~~closing ~~entry~~of ~~into~~such ~~the Credit Agreement (as described in Item 1.01 above)~~transaction, ~~the~~with ~~Company~~any ~~terminated~~performance-based ~~the~~vesting ~~previously~~conditions ~~disclosed~~determined ~~amended~~in ~~and~~accordance ~~restated~~with ~~bridge term loan credit agreement by and among~~ the ~~Company,~~terms asof the ~~TopCo~~applicable ~~Borrower, Alkermes, Inc~~awards., ~~as the U~~Mr.S. ~~Borrower,~~Pops ~~JPMorgan~~will ~~Chase~~also ~~Bank,~~be ~~N.A.,~~reimbursed as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, and the lenders party thereto (the “Bridge Credit Agreement”) entered into on November 18, 2025, which provided for a senior secured bridge term loan facility in an aggregate amount of up to ~~approximately~~ $~~1.5 billion~~60,000 toin ~~fund~~legal ~~the~~fees ~~Acquisition.~~incurred ~~The~~in ~~Bridge~~connection ~~Credit Agreement was terminated as the commitments under the Credit Agreement, together~~ with the ~~Company’s~~leadership ~~cash on hand, were sufficient to fund the Acquisition~~transition.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 12, 2026, the Company and Avadel Pharmaceuticals plc (“Avadel”), completed the transactions contemplated by the previously announced Transaction Agreement (the “Original Transaction Agreement”) dated October 22, 2025, as amended by Amendment No.1 to the Transaction Agreement (the “Amendment”) dated November 18, 2025, by and between the Company and Avadel (as amended, the “Transaction Agreement”). Pursuant to a court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act 2014 (the “Scheme”), the Company acquired the entire issued and outstanding ordinary share capital of Avadel (the “Acquisition”) and Avadel became a wholly owned subsidiary of the Company. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Transaction Agreement.

The Acquisition was conditioned on, among other things, the sanction of the Scheme by the High Court of Ireland (the “High Court”) and the delivery of the order of the High Court sanctioning the Scheme (the “Court Order”) to the Registrar of Companies in Dublin, Ireland. On February 10, 2026, the High Court sanctioned the Scheme. On February 12, 2026, the Court Order was delivered to the Registrar of Companies, at which time the Scheme became effective (the “Effective Time”).

At the Effective Time, the Company acquired all of the issued and outstanding ordinary shares of Avadel, nominal value $0.01 per share (the “Avadel Shares”), other than Avadel Shares held by Alkermes or any of its concert parties (if any), and each holder of Avadel Shares outstanding as of 11:59 p.m., New York City time, on February 11, 2026, the business day prior to the occurrence of the Effective Time, became entitled to receive (i) $21.00 in cash (the “Cash Consideration”) for each Avadel Share and (ii) one non-transferable contingent value right (a “CVR”) for each Avadel Share, in each case in accordance with the terms of the Scheme and the Contingent Value Rights Agreement entered into at or prior to the Effective Time (the “CVR Agreement”), substantially in the form attached as Exhibit A to the Original Transaction Agreement. Each CVR represents a contractual right to receive a potential additional cash payment of $1.50 per Avadel Share upon the achievement of the milestone set forth in the CVR Agreement prior to the milestone expiration set forth in the CVR Agreement, subject to the terms and conditions thereof.

Pursuant to the Transaction Agreement, at the Effective Time:

(i) each option to purchase Avadel Shares granted under any Avadel equity incentive plan, program or arrangement under which equity awards were outstanding (the “Avadel Share Plans”) (each, an “Avadel Option”) having an exercise price less than the Cash Consideration (each such option, an “Avadel Cash-Out Option”) that was outstanding immediately prior to the Effective Time, whether or not vested, was cancelled and converted into the right to receive (without interest), in consideration of the cancellation

of such Avadel Cash-Out Option, (A) an amount in cash (less applicable tax and any other mandatory withholdings), equal to the product of (x) the total number of Avadel Shares subject to such Avadel Cash-Out Option immediately prior to the Effective Time multiplied by (y) the excess of the Cash Consideration over the applicable exercise price per Avadel Share under such Avadel Cash-Out Option, and (B) one (1) CVR for each Avadel Share subject to such Avadel Cash-Out Option immediately prior to the Effective Time (without regard to vesting);

(ii) each Avadel Option that is not an Avadel Cash-Out Option and any Avadel Option with an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time, whether or not vested, was cancelled for no consideration;

(iii) each award of restricted share units representing the right to receive one or more Avadel Shares or the cash value thereof upon vesting and settlement whether granted pursuant to the Company Share Plans or otherwise (each, an “Avadel RSU Award”) that was outstanding was cancelled and, in exchange therefor, the holder of such cancelled Avadel RSU Award was entitled to receive (without interest), in consideration of the cancellation of such Avadel RSU Award, (A) an amount in cash (less applicable tax or any other mandatory withholdings) equal to the product of (x) the total number of Avadel Shares subject to such Avadel RSU Award immediately prior to the Effective Time multiplied by (y) the Cash Consideration and (B) one (1) CVR for each Avadel Share subject to such Avadel RSU Award immediately prior to the Effective Time (without regard to vesting); and

(iv) each award of Avadel Shares subject to vesting restrictions or forfeiture back to Avadel (each, an “Avadel Restricted Stock Award”), whether granted pursuant to the Avadel Share Plans or otherwise that was outstanding immediately prior to the Effective Time vested in full as of immediately prior to the Effective Time and was treated in the same manner as all other Avadel Shares.

In connection with the completion of the Acquisition, trading of the Avadel Shares on The Nasdaq Global Market (“Nasdaq”) was halted and the Avadel Shares will be delisted from Nasdaq. Pursuant to the terms of the Transaction Agreement, the Company and Avadel will take steps to cause the Avadel Shares to be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as promptly as practicable following the Effective Time.

The foregoing descriptions of the Original Transaction Agreement, the Amendment, and Appendix III to the Rule 2.7 Announcement (the “Conditions Appendix”) do not purport to be complete and are subject to, and qualified in their entireties by, the full text of the Original Transaction Agreement, the Amendment and the Conditions Appendix, copies of which are incorporated by reference as Exhibits 2.1, 2.2 and 2.3 to this Current Report on Form 8-K and incorporated by reference into this Item 2.01. References to the Transaction Agreement or the Original Transaction Agreement from and after the entry into the Amendment on November 18, 2025 refer to the Original Transaction Agreement as amended by the Amendment.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 12, 2026, the Company entered into the Credit Agreement as described under Item 1.01 above. The foregoing description of the Credit Agreement set forth in Item 1.01 and the full text of the Credit Agreement, a copy of which is filed herewith as Exhibit 10.1, are incorporated by reference into this Item 2.03.

On February 12, 2026, we terminated the previously disclosed Bridge Credit Agreement entered into in order to fund the Acquisition, as described in Item 1.02 above.

Item 7.01 Regulation FD Disclosure.

On February 12 25, 2026, the Company ~~and Avadel~~ issued a ~~joint~~ press release announcing Mr. Pops’ retirement as Chief Executive Officer of the ~~successful~~Company ~~completion~~and Mr. Jackson’s appointment as the incoming Chief Executive Officer of the ~~Acquisition~~Company, following Mr. Pops’ retirement. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated by reference into this Item 7.01.

The information in this Item 7.01, and in Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(ad) ~~Financial~~Exhibits ~~statements of business acquired.~~

~~The~~EXHIBIT financial statements required by this Item 9.01(a) are not included in this Current Report on Form 8-K. The Company intends to file such financial statements by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.INDEX

(b) Pro forma financial information.


Exhibit No.		Description

99.1		Press release issued by Alkermes plc dated February 25, 2026.
104		Cover page interactive data file (embedded within the Inline XBRL document).

The pro forma financial information required by this Item 9.01(b) is not included in this Current Report on Form 8-K. The Company intends to file such pro forma financial information by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.3

(d) Exhibits.

Exhibit No.		Description
2.1		Transaction Agreement, dated as of October 22, 2025, by and between Alkermes plc and Avadel Pharmaceuticals plc, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on October 22, 2025.*
2.2		Amendment No. 1 to the Transaction Agreement, dated as of November 18, 2025, by and between Alkermes plc and Avadel Pharmaceuticals plc, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on November 19, 2025.

2.3		Appendix III to the Rule 2.7 Announcement, dated as of October 22, 2025 (Conditions Appendix), incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Company with the SEC on October 22, 2025.
10.1		Credit Agreement, dated as of February 12, 2026 by and among Alkermes plc, as the TopCo Borrower, Alkermes, Inc., as the U.S. Borrower, Alkermes Finance LLC, as the U.S. Co-Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the arrangers, agents and lenders party thereto.*
99.1		Press release issued by Alkermes plc and Avadel Pharmaceuticals plc dated February 12, 2026.
104		Cover page interactive data file (embedded within the Inline XBRL document)

* Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALKERMES PLC		~~ALKERMES PLC~~
Date: February 12, 2026			By:	/s/ David J. Gaffin
Date: February 25, 2026	By:	/s/ David J. Gaffin
				Name: David J. Gaffin
		David J. Gaffin
				Title: Secretary
		Secretary

Filing Compare · Alkermes plc.