5th Jan 2026 11:49
FORM 8.3
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER
RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
1. KEY INFORMATION
(a) Full name of discloser | Bank of America Corporation |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a) The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates Use a separate form for each offeror/offeree | AVADEL PHARMACEUTICALS PLC |
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1) | |
(e) Date position held/dealing undertaken For an opening position disclosure, state the latest practicable date prior to the disclosure | 02/01/2026 |
(f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | No |
2. INTERESTS AND SHORT POSITIONS
If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
(Note 2)
Class of relevant security (Note 3) | 0.01 ordinary shares | |||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled | 1,828,550 | 1.877% | 550,272 | 0.565% |
(2) Cash-settled derivatives | 501,924 | 0.515% | 489,650 | 0.503% |
(3) Stock-settled derivatives (including options) and agreements to purchase/ sell | 0 | 0.000% | 0 | 0.000% |
Total | 2,330,474 | 2.393% | 1,039,922 | 1.068% |
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
Class of relevantsecurity | Purchase/sale | Number ofsecurities | Price per unit (Note 5) |
USD 0.01 common | Purchase | 20 | 21.47 USD |
USD 0.01 common | Purchase | 48 | 21.48 USD |
USD 0.01 common | Purchase | 2 | 21.485 USD |
USD 0.01 common | Purchase | 55 | 21.49 USD |
USD 0.01 common | Purchase | 132 | 21.5 USD |
USD 0.01 common | Purchase | 3,273 | 21.502601 USD |
USD 0.01 common | Purchase | 1,591 | 21.503998 USD |
USD 0.01 common | Purchase | 16 | 21.505 USD |
USD 0.01 common | Purchase | 6 | 21.506667 USD |
USD 0.01 common | Purchase | 816 | 21.508701 USD |
USD 0.01 common | Purchase | 99 | 21.51 USD |
USD 0.01 common | Purchase | 326 | 21.515399 USD |
USD 0.01 common | Purchase | 19 | 21.52 USD |
USD 0.01 common | Purchase | 12 | 21.52 USD |
Class of relevantsecurity | Purchase/sale | Number ofsecurities | Price per unit (Note 5) |
USD 0.01 common | Sale | 25 | 21.48 USD |
USD 0.01 common | Sale | 12 | 21.485 USD |
USD 0.01 common | Sale | 5 | 21.486 USD |
USD 0.01 common | Sale | 9 | 21.486667 USD |
USD 0.01 common | Sale | 121 | 21.49 USD |
USD 0.01 common | Sale | 107 | 21.5 USD |
USD 0.01 common | Sale | 199 | 21.505478 USD |
USD 0.01 common | Sale | 36 | 21.51 USD |
USD 0.01 common | Sale | 56 | 21.52 USD |
USD 0.01 common | Sale | 1,653 | 21.528101 USD |
USD 0.01 common | Sale | 55 | 21.53 USD |
USD 0.01 common | Sale | 1 | 21.51 USD |
USD 0.01 common | Sale | 1 | 21.52 USD |
(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/ closing a long/ short position, increasing/ reducing a long/ short position | Number of reference securities (Note 6) | Price per unit (Note 5)
USD |
USD 0.01 common | Swaps | Reducing a short position | 149 | 21.5279 USD |
USD 0.01 common | Swaps | Increasing a short position | 1591 | 21.5042 USD |
USD 0.01 common | Swaps | Reducing a short position | 51 | 21.5279 USD |
USD 0.01 common | Swaps | Increasing a short position | 3273 | 21.5028 USD |
USD 0.01 common | Swaps | Reducing a short position | 199 | 21.5053 USD |
USD 0.01 common | Swaps | Reducing a short position | 854 | 21.5279 USD |
USD 0.01 common | Swaps | Reducing a short position | 599 | 21.5279 USD |
USD 0.01 common | Swaps | Increasing a short position | 326 | 21.5156 USD |
USD 0.01 common | Swaps | Increasing a short position | 816 | 21.5089 USD |
USD 0.01 common | Swaps | Reducing a short position | 49 | 21.5298 USD |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates (Note 6) | Exerciseprice per unit | Type e.g. American, Europeanetc. | Expiry date | Option moneypaid/ received per unit |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (Note 5) |
N/A | N/A | N/A | N/A | N/A |
(d) Other dealings (including transactions in respect of new securities) (Note 3)
Class of relevant security | Nature of dealing e.g. subscription, conversion, exercise | Details | Price per unit (if applicable) (Note 5) |
N/A | N/A | N/A | N/A |
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer. Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
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(b) Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. |
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(c) Attachments
Is a Supplemental Form 8 attached? | No |
Date of disclosure | 05/01/2026 |
Contact name | Kamil Dziedzic |
Telephone number | +353 86 168 4821 |
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.