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  4. [Form 4] AVADEL PHARMACEUTICALS PLC Insider Trading Activity

Weiss Asset funds cash out 11.1M Avadel (AVDL) shares in Alkermes deal

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Weiss Asset Management LP reported open-market sale transactions in this Form 4 filing.

Weiss Asset Management LP reported a full exit from its indirect stake in AVADEL PHARMACEUTICALS PLC in connection with the company’s acquisition by Alkermes plc. The filing shows 11,112,052 ordinary shares were converted into the right to receive $21.00 per share in cash, plus a contingent value right for an additional $1.50 in cash per share if a specified milestone is achieved. After this transaction, the filing reports 0 shares owned. The shares were held by two private investment funds managed by Weiss Asset Management, which disclaims beneficial ownership beyond its pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Large Avadel holder is cashed out via Alkermes acquisition.

The disclosure shows funds managed by Weiss Asset Management LP having 11,112,052 Avadel ordinary shares converted into cash consideration as part of Avadel’s acquisition by Alkermes plc. Each share receives $21.00 in cash plus a contingent value right worth $1.50 if a milestone is met.

This effectively eliminates the reporting funds’ Avadel equity exposure, with the filing listing 0 shares owned after completion. The contingent value right adds potential upside tied to a specified milestone, while the main value realization comes from the fixed cash portion at closing.

The footnotes clarify that the shares were held by two private investment funds for which Weiss Asset Management serves as investment manager, and that Weiss Asset Management, its general partner, and Andrew Weiss disclaim beneficial ownership beyond their pecuniary interest. Future filings from Alkermes or related entities may provide more detail on the milestone for the contingent payment.

Insider Weiss Asset Management LP, WEISS ANDREW M
Role Insider | Insider
Sold 11,112,052 shs ($233.35M)
Type Security Shares Price Value
Sale Ordinary Shares 11,112,052 $21.00 $233.35M
Holdings After Transaction: Ordinary Shares — 0 shares (Indirect, See Footnote 2)
Footnotes (1)
  1. Represents the cash portion of the consideration paid to shareholders upon the closing of the acquisition of the Issuer by Alkermes plc. In connection with such transaction, each outstanding share was automatically converted into the right to receive $21.00 per share in cash, plus a contingent value right to receive a payment of $1.50 in cash if a specified milestone is achieved. Shares reported herein represent shares beneficially owned by two private investment funds for which Weiss Asset Management LP serves as investment manager. WAM GP LLC is the general partner of Weiss Asset Management LP and Andrew Weiss is the Manager of WAM GP LLC. All of Weiss Asset Management LP, WAM GP LLC, and Andrew Weiss disclaim beneficial ownership of the shares reported herein except to the extent of their pecuniary interest therein.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Weiss Asset Management LP
(Last) (First) (Middle)
222 BERKELEY STREET, 16TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AVADEL PHARMACEUTICALS PLC [ AVDL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 02/13/2026 S 11,112,052 D $21(1) 0 I See Footnote 2(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Weiss Asset Management LP
(Last) (First) (Middle)
222 BERKELEY STREET, 16TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
1. Name and Address of Reporting Person*
WEISS ANDREW M
(Last) (First) (Middle)
222 BERKELEY STREET, 16TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
Explanation of Responses:
1. Represents the cash portion of the consideration paid to shareholders upon the closing of the acquisition of the Issuer by Alkermes plc. In connection with such transaction, each outstanding share was automatically converted into the right to receive $21.00 per share in cash, plus a contingent value right to receive a payment of $1.50 in cash if a specified milestone is achieved.
2. Shares reported herein represent shares beneficially owned by two private investment funds for which Weiss Asset Management LP serves as investment manager. WAM GP LLC is the general partner of Weiss Asset Management LP and Andrew Weiss is the Manager of WAM GP LLC. All of Weiss Asset Management LP, WAM GP LLC, and Andrew Weiss disclaim beneficial ownership of the shares reported herein except to the extent of their pecuniary interest therein.
Mary Merrigan, Authorized Signatory, Weiss Asset Management LP and WAM GP LLC 02/18/2026
Mary Merrigan, duly authorized under a power of attorney by Andrew M. Weiss 02/18/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction involving Avadel Pharmaceuticals (AVDL) does this Form 4 report?

The Form 4 reports that funds managed by Weiss Asset Management LP had their Avadel ordinary shares converted into cash and a contingent value right as part of Avadel’s acquisition by Alkermes plc, eliminating their reported share ownership.

How many Avadel (AVDL) shares were involved for Weiss Asset Management?

The filing shows 11,112,052 Avadel ordinary shares were held indirectly by funds managed by Weiss Asset Management LP. These shares were converted into merger consideration, and the report lists 0 shares owned after the transaction was completed.

What cash consideration did Avadel (AVDL) shareholders receive in this transaction?

Each Avadel ordinary share was automatically converted into the right to receive $21.00 in cash. This cash amount represents the main portion of the consideration paid to shareholders when the acquisition of Avadel by Alkermes plc was completed.

What additional contingent value right did Avadel (AVDL) shareholders obtain?

Alongside the $21.00 cash payment per share, each Avadel share also received a contingent value right for $1.50 in cash, payable only if a specified milestone is achieved, providing potential additional future consideration to former shareholders.

Who actually owned the Avadel (AVDL) shares reported for Weiss Asset Management?

The shares were beneficially owned by two private investment funds for which Weiss Asset Management LP acts as investment manager. Weiss Asset Management, its general partner WAM GP LLC, and Andrew Weiss all disclaim beneficial ownership beyond their pecuniary interest.

Did Weiss Asset Management still hold Avadel (AVDL) shares after the Alkermes acquisition closed?

No. After the acquisition-related conversion of 11,112,052 shares into cash and a contingent value right, the Form 4 indicates 0 Avadel shares remain owned by the reporting funds, reflecting a complete exit from the equity position.