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 | 16/12/2025 |
| (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 | 1,588,357 | 1.631% | 515,482 | 0.529% |
| (2) Cash-settled derivatives | 423,461 | 0.435% | 473,873 | 0.487% |
| (3) Stock-settled derivatives (including options) and agreements to purchase/ sell | 0 | 0.000% | 0 | 0.000% |
| Total | 2,011,818 | 2.065% | 989,355 | 1.016% |
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 | 276 | 21.36 USD |
| USD 0.01 common | Purchase | 27 | 21.360741 USD |
| USD 0.01 common | Purchase | 20 | 21.361 USD |
| USD 0.01 common | Purchase | 24 | 21.362084 USD |
| USD 0.01 common | Purchase | 19 | 21.362106 USD |
| USD 0.01 common | Purchase | 23 | 21.363479 USD |
| USD 0.01 common | Purchase | 22 | 21.364091 USD |
| USD 0.01 common | Purchase | 41 | 21.365122 USD |
| USD 0.01 common | Purchase | 26 | 21.365385 USD |
| USD 0.01 common | Purchase | 48 | 21.365834 USD |
| USD 0.01 common | Purchase | 5 | 21.366 USD |
| USD 0.01 common | Purchase | 21 | 21.368572 USD |
| USD 0.01 common | Purchase | 18 | 21.368889 USD |
| USD 0.01 common | Purchase | 362 | 21.37 USD |
| USD 0.01 common | Purchase | 47 | 21.371915 USD |
| USD 0.01 common | Purchase | 48 | 21.372084 USD |
| USD 0.01 common | Purchase | 33 | 21.372122 USD |
| USD 0.01 common | Purchase | 55 | 21.372182 USD |
| USD 0.01 common | Purchase | 38 | 21.372369 USD |
| USD 0.01 common | Purchase | 37 | 21.372433 USD |
| USD 0.01 common | Purchase | 44 | 21.3725 USD |
| USD 0.01 common | Purchase | 52 | 21.372885 USD |
| USD 0.01 common | Purchase | 60 | 21.373167 USD |
| USD 0.01 common | Purchase | 636 | 21.373806 USD |
| USD 0.01 common | Purchase | 252 | 21.37381 USD |
| USD 0.01 common | Purchase | 78 | 21.373847 USD |
| USD 0.01 common | Purchase | 75 | 21.373867 USD |
| USD 0.01 common | Purchase | 49 | 21.373878 USD |
| USD 0.01 common | Purchase | 5 | 21.374 USD |
| USD 0.01 common | Purchase | 43 | 21.374884 USD |
| USD 0.01 common | Purchase | 50 | 21.375 USD |
| USD 0.01 common | Purchase | 48 | 21.375209 USD |
| USD 0.01 common | Purchase | 46 | 21.375218 USD |
| USD 0.01 common | Purchase | 60 | 21.375667 USD |
| USD 0.01 common | Purchase | 50 | 21.3758 USD |
| USD 0.01 common | Purchase | 39 | 21.375898 USD |
| USD 0.01 common | Purchase | 45 | 21.376223 USD |
| USD 0.01 common | Purchase | 45 | 21.376445 USD |
| USD 0.01 common | Purchase | 37 | 21.378109 USD |
| USD 0.01 common | Purchase | 46 | 21.378261 USD |
| USD 0.01 common | Purchase | 41 | 21.379757 USD |
| USD 0.01 common | Purchase | 40 | 21.38 USD |
| USD 0.01 common | Purchase | 45 | 21.383556 USD |
| USD 0.01 common | Purchase | 31 | 21.39 USD |
| USD 0.01 common | Purchase | 19 | 21.4 USD |
| USD 0.01 common | Purchase | 31 | 21.37 USD |
| Class of relevant | Purchase/sale | Number of | Price per unit |
| USD 0.01 common | Sale | 37 | 21.36 USD |
| USD 0.01 common | Sale | 8 | 21.365 USD |
| USD 0.01 common | Sale | 27 | 21.365186 USD |
| USD 0.01 common | Sale | 5 | 21.366 USD |
| USD 0.01 common | Sale | 462 | 21.37 USD |
| USD 0.01 common | Sale | 636 | 21.373806 USD |
| USD 0.01 common | Sale | 252 | 21.37381 USD |
| USD 0.01 common | Sale | 78 | 21.373847 USD |
| USD 0.01 common | Sale | 75 | 21.373867 USD |
| USD 0.01 common | Sale | 5 | 21.374 USD |
| USD 0.01 common | Sale | 10,017 | 21.3748 USD |
| USD 0.01 common | Sale | 6 | 21.375 USD |
| USD 0.01 common | Sale | 209 | 21.38 USD |
| USD 0.01 common | Sale | 18 | 21.385 USD |
| USD 0.01 common | Sale | 3 | 21.386667 USD |
| USD 0.01 common | Sale | 64 | 21.39 USD |
| USD 0.01 common | Sale | 12 | 21.4 USD |
| USD 0.01 common | Sale | 24500 | 21.3714 USD |
| USD 0.01 common | Sale | 62 | 21.37 USD |
| USD 0.01 common | Sale | 17 | 21.4 USD |
(b) Cash-settled derivative transactions
| Class of | Product | Nature of dealing | Number of | Price
USD |
| USD 0.01 common | Swaps | Reducing a short position | 2,769 | 21.3733 USD |
| USD 0.01 common | Swaps | Closing a Short Position | 24,500 | 21.3689 USD |
| USD 0.01 common | Swaps | Reducing a short position | 7,248 | 21.3733 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 | 17/12/2025 |
| 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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