Avadel (AVDL) director’s equity cashed out as Alkermes acquisition closes
Rhea-AI Filing Summary
Avadel Pharmaceuticals director Peter J. Thornton reported the cash-out of his equity holdings in connection with Alkermes plc’s acquisition of Avadel. On February 12, 2026, 115,060 Ordinary Shares were disposed of at $21.00 per share in cash, with each share also receiving a contingent value right for a potential additional $1.50 in cash per share upon milestone achievement.
On the same date, multiple stock option awards covering Ordinary Shares, with exercise prices ranging from $2.03 to $16.32 and expirations from 2029 to 2035, were canceled. Each option was exchanged for cash equal to the in-the-money value based on the $21.00 cash consideration per underlying share, plus one contingent value right for each underlying share. Following these transactions, Thornton reported holding no Ordinary Shares or stock options.
Positive
- None.
Negative
- None.
Insights
Director’s shares and options are cashed out as part of Avadel’s sale to Alkermes.
The filing shows Peter J. Thornton, a director of Avadel Pharmaceuticals, disposing of 115,060 Ordinary Shares and multiple stock option grants on February 12, 2026. This coincides with Alkermes plc acquiring Avadel via an Irish scheme of arrangement under a Transaction Agreement.
Each Ordinary Share was converted into $21.00 in cash plus a contingent value right (CVR) for a potential additional $1.50 per share if specified milestones are met. Stock options were canceled and exchanged for cash equal to the in-the-money amount, plus one CVR per underlying share, after taxes and required withholdings.
The transactions appear driven by the change-of-control mechanics rather than discretionary market trading. For investors, this filing mainly documents how a board member’s equity was treated at closing of the Alkermes acquisition; it does not introduce new stand‑alone financial performance information or guidance.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 60,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 42,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 42,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 42,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 33,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 11,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 11,000 | $0.00 | -- |
| Disposition | Ordinary Shares | 115,060 | $21.00 | $2.42M |
Footnotes (1)
- 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. 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"). 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. 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).
