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 | 15/12/2025 |
| (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 | 0.01 ordinary shares | |||
| | Interests | Short positions | ||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled | 1,528,360 | 1.569% | 517,761 | 0.532% |
| (2) Cash-settled derivatives | 423,461 | 0.435% | 508,390 | 0.522% |
| (3) Stock-settled derivatives (including options) and agreements to purchase/ sell | 0 | 0.000% | 0 | 0.000% |
| Total | 1,951,821 | 2.004% | 1,026,151 | 1.054% |
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 relevant | Purchase/sale | Number of | Price per unit |
| USD 0.01 common | Purchase | 359 | 21.39 USD |
| USD 0.01 common | Purchase | 34 | 21.393236 USD |
| USD 0.01 common | Purchase | 32 | 21.393438 USD |
| USD 0.01 common | Purchase | 29 | 21.394138 USD |
| USD 0.01 common | Purchase | 27 | 21.394815 USD |
| USD 0.01 common | Purchase | 12 | 21.395 USD |
| USD 0.01 common | Purchase | 95 | 21.395053 USD |
| USD 0.01 common | Purchase | 52 | 21.395385 USD |
| USD 0.01 common | Purchase | 26 | 21.39577 USD |
| USD 0.01 common | Purchase | 10 | 21.396 USD |
| USD 0.01 common | Purchase | 3 | 21.396667 USD |
| USD 0.01 common | Purchase | 45 | 21.397334 USD |
| USD 0.01 common | Purchase | 150 | 21.4 USD |
| USD 0.01 common | Purchase | 37 | 21.408109 USD |
| USD 0.01 common | Purchase | 558 | 21.41 USD |
| USD 0.01 common | Purchase | 48 | 21.410209 USD |
| USD 0.01 common | Purchase | 37 | 21.410271 USD |
| USD 0.01 common | Purchase | 31 | 21.410323 USD |
| USD 0.01 common | Purchase | 27 | 21.410371 USD |
| USD 0.01 common | Purchase | 27 | 21.410741 USD |
| USD 0.01 common | Purchase | 26 | 21.41077 USD |
| USD 0.01 common | Purchase | 27 | 21.412223 USD |
| USD 0.01 common | Purchase | 44 | 21.4125 USD |
| USD 0.01 common | Purchase | 43 | 21.413256 USD |
| USD 0.01 common | Purchase | 184 | 21.413805 USD |
| USD 0.01 common | Purchase | 504 | 21.41381 USD |
| USD 0.01 common | Purchase | 32 | 21.414375 USD |
| USD 0.01 common | Purchase | 58 | 21.415 USD |
| USD 0.01 common | Purchase | 21 | 21.415239 USD |
| USD 0.01 common | Purchase | 17 | 21.415295 USD |
| USD 0.01 common | Purchase | 9 | 21.415556 USD |
| USD 0.01 common | Purchase | 21 | 21.416667 USD |
| USD 0.01 common | Purchase | 46 | 21.417174 USD |
| USD 0.01 common | Purchase | 15 | 21.418667 USD |
| USD 0.01 common | Purchase | 382 | 21.42 USD |
| USD 0.01 common | Purchase | 17 | 21.424706 USD |
| USD 0.01 common | Purchase | 4 | 21.425 USD |
| USD 0.01 common | Purchase | 15 | 21.425334 USD |
| USD 0.01 common | Purchase | 17 | 21.425883 USD |
| USD 0.01 common | Purchase | 15 | 21.426 USD |
| USD 0.01 common | Purchase | 20 | 21.4265 USD |
| USD 0.01 common | Purchase | 3 | 21.426667 USD |
| USD 0.01 common | Purchase | 16 | 21.426875 USD |
| USD 0.01 common | Purchase | 16 | 21.4275 USD |
| USD 0.01 common | Purchase | 19 | 21.427895 USD |
| USD 0.01 common | Purchase | 15 | 21.428667 USD |
| USD 0.01 common | Purchase | 201 | 21.43 USD |
| USD 0.01 common | Purchase | 4 | 21.435 USD |
| USD 0.01 common | Purchase | 95 | 21.44 USD |
| USD 0.01 common | Purchase | 20 | 21.39 USD |
| USD 0.01 common | Purchase | 28 | 21.43 USD |
| USD 0.01 common | Purchase | 124 | 21.42 USD |
| Class of relevant | Purchase/sale | Number of | Price per unit |
| USD 0.01 common | Sale | 1 | 21.38 USD |
| USD 0.01 common | Sale | 29 | 21.385173 USD |
| USD 0.01 common | Sale | 99 | 21.39 USD |
| USD 0.01 common | Sale | 44 | 21.395 USD |
| USD 0.01 common | Sale | 35 | 21.395143 USD |
| USD 0.01 common | Sale | 7 | 21.395715 USD |
| USD 0.01 common | Sale | 10 | 21.396 USD |
| USD 0.01 common | Sale | 3 | 21.396667 USD |
| USD 0.01 common | Sale | 296 | 21.4 USD |
| USD 0.01 common | Sale | 21 | 21.405239 USD |
| USD 0.01 common | Sale | 13 | 21.405385 USD |
| USD 0.01 common | Sale | 89 | 21.41 USD |
| USD 0.01 common | Sale | 9,674 | 21.411 USD |
| USD 0.01 common | Sale | 184 | 21.413805 USD |
| USD 0.01 common | Sale | 504 | 21.41381 USD |
| USD 0.01 common | Sale | 204 | 21.42 USD |
| USD 0.01 common | Sale | 146 | 21.43 USD |
| USD 0.01 common | Sale | 14 | 21.44 USD |
| USD 0.01 common | Sale | 6 | 21.45 USD |
| USD 0.01 common | Sale | 32,100 | 21.4134 USD |
| USD 0.01 common | Sale | 78 | 21.39 USD |
(b) Cash-settled derivative transactions
| Class of | Product | Nature of dealing | Number of | Price
USD |
| USD 0.01 common | Swaps | Reducing a long position | 28 | 21.432 USD |
| USD 0.01 common | Swaps | Reducing a short position | 32,100 | 21.4109 USD |
| USD 0.01 common | Swaps | Reducing a short position | 7,000 | 21.4095 USD |
| USD 0.01 common | Swaps | Reducing a short position | 2,674 | 21.4095 USD |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
| Class of | Product | Writing, purchasing, selling, varying | Number | Exercise | Type | Expiry | Option |
| N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
(ii) Exercise
| Class of | Product | Exercising/ | Number of | Exercise |
| N/A | N/A | N/A | N/A | N/A |
(d) Other dealings (including transactions in respect of new securities) (Note 3)
| Class of | Nature of dealing | Details | Price per unit (if |
| 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 | 16/12/2025 |
| 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.
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