8-K filed February 12, 2026, 6:59 PM ET CIK 0001012477

M&A confidence high sentiment neutral materiality 1.00

Alkermes completes acquisition of Avadel for $21.00 cash + CVR; Avadel delisted from Nasdaq

AVADEL PHARMACEUTICALS PLC

Alkermes acquired Avadel for $21.00 per share in cash plus one CVR (potential $1.50 per share).
Avadel shareholders to receive Total Consideration; trading halted Feb 11, delisting from Nasdaq.
Avadel terminated ATM agreement with Jefferies and prepaid ~$60.25M to terminate RTW royalty obligations.
Alkermes financed with ~$750M cash and $1.525B term loans due 2031; expects accretion in 2026.
CEO Gregory J. Divis, CFO Thomas S. McHugh, COO Susan Rodriguez, GC Jerad G. Seurer, and all directors departed.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 7.01 item 9.01

Machine-readable event card

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accession: 0001104659-26-013880
form_type: 8-K
ticker: null
cik: 0001012477
company_name: AVADEL PHARMACEUTICALS PLC
filed_at: 2026-02-12T23:59:59+00:00
discovered_at: 2026-05-14T18:02:34.395950+00:00
generated_at: 2026-05-16T02:54:05.105028+00:00
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event_type: m_and_a
sentiment: neutral
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: high
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Source-grounded claims

33b0d0b3bfebb7e4235d323ce0a2cc4bad78b241

AVADEL PHARMACEUTICALS PLC: Memorandum and Articles of Association were amended effective as of the Effective Time in connection with the Transaction Agreement and Scheme.

the Memorandum and Articles of Association of the Company were amended

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

87ec5ab717ce2cf816709ec3ef8d05a30c62fcaa

AVADEL PHARMACEUTICALS PLC underwent a change of control involving Alkermes plc for $21.00 in cash and one non-transferable contingent value right (closed 2026-02-12).

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

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

0c65fb0a74fd67fdf0a43bec0ae1c0585a483472

AVADEL PHARMACEUTICALS PLC terminated Open Market Sale Agreement SM with Jefferies LLC (effective 2026-02-12).

Effective as of February 12, 2026, in connection with the Acquisition (as defined below), Avadel Pharmaceuticals plc (“Avadel” or the “Company”) exercised its right to terminate the Open Market Sale Agreement SM , dated May 8, 2024, by and between Avadel and Jefferies LLC, with respect to an “at-the-market” offering program under which the Company could sell, from time to time, its ordinary shares.

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

bc982c1ea5b78b082a9f81b99036380fa4bf1cfa

AVADEL PHARMACEUTICALS PLC terminated Royalty Purchase Agreement with RTW Royalty II DAC valued at approximately $60,246,950 (effective 2026-02-12).

On February 12, 2026, in connection with the Acquisition, Avadel exercised its option to prepay RTW Royalty II DAC (“RTW”) approximately $60,246,950 to terminate existing royalty payments and obligations pursuant to the Purchase and Sale Agreement, dated March 29, 2023, by and between Avadel, Avadel CNS Pharmaceuticals, LLC and RTW (the “Royalty Purchase Agreement”).

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

Comparable filings

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change, ma_transaction, material_agreement same SEC item: 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

the Memorandum and Articles of Association of the Company were amended

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In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

Filing page SEC filing

NVRI

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ENVIRI Corp June 1, 2026, 5:15 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

Filing page SEC filing

CTLP

Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share

CANTALOUPE, INC. May 8, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

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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

Comparable filing

Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was

Filing page SEC filing

CTRA

Coterra Energy completes merger with Devon; shares converted at 0.70x ratio

Coterra Energy Inc. May 7, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and

Filing page SEC filing

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.03, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

EEX

Apollo Funds acquire Emerald (EEX) for $5.03/sh (42% premium); combine with Questex

Emerald Holding, Inc. May 11, 2026, 7:59 PM ET m_and_a Items 1.01, 5.07, 8.01, 9.01

same fact type: material_agreement same SEC item: 9.01 same event type: m_and_a similar materiality

This filing

Effective as of February 12, 2026, in connection with the Acquisition (as defined below), Avadel Pharmaceuticals plc (“Avadel” or the “Company”) exercised its right to terminate the Open Market Sale Agreement SM , dated May 8, 2024, by and between Avadel and Jefferies LLC, with respect to an “at-the-market” offering program under which the Company could sell, from time to time, its ordinary shares.

Comparable filing

On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).

Filing page SEC filing

TWO

Two Harbors raises all-cash merger consideration to $12.00/share in amended CrossCountry deal

TWO HARBORS INVESTMENT CORP. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 8.01, 9.01

same fact type: material_agreement same SEC item: 9.01 same event type: m_and_a similar materiality

This filing

Effective as of February 12, 2026, in connection with the Acquisition (as defined below), Avadel Pharmaceuticals plc (“Avadel” or the “Company”) exercised its right to terminate the Open Market Sale Agreement SM , dated May 8, 2024, by and between Avadel and Jefferies LLC, with respect to an “at-the-market” offering program under which the Company could sell, from time to time, its ordinary shares.

Comparable filing

On May 7, 2026, Two Harbors Investment Corp. (“Two Harbors”) entered into a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), by and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026 (the “Original CCM Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated April 28, 2026 (the “First Amendment”), by and among Two Harbors, CCM and Merger Sub (the Original CCM Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended CCM Merger Agreement”).

Filing page SEC filing

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European Wax Center, Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.02, 5.03, 5.01, 8.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a

This filing

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

Comparable filing

excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share

Filing page SEC filing

Source: SEC EDGAR

accession 0001104659-26-013880

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