AVANOS MEDICAL, INC. SEC Filings

Vanguard Capital Management, together with specified affiliates, reports beneficial ownership of 2,344,195 shares of Avanos Medical Inc common stock, representing 5% of the class as of June 30, 2026. Vanguard has sole voting power over 350,401 shares and sole dispositive power over 2,344,195 shares, with no shared voting or dispositive power. The position includes securities held by various Vanguard funds and managed accounts for which Vanguard entities exercise voting and/or dispositive authority. Dividends and sale proceeds are generally for the benefit of these funds and accounts, and no other single person has an interest in more than 5% of the class through this holding.

Avanos Medical, Inc. completed its sale to affiliates of American Industrial Partners on July 27, 2026. A-AV MergerSub, Inc. merged into Avanos, which now operates as a wholly owned subsidiary of A-AV Holdco I, Inc. Each share of common stock outstanding immediately before the effective time was canceled and converted into the right to receive $25.00 in cash per share, excluding treasury, subsidiary and duly perfected appraisal shares. The aggregate cash paid to stockholders was approximately $1,200 million, and a related press release values the transaction at approximately $1.272 billion. Funding came from equity contributions to the parent and debt financing under a new Credit Agreement.

The new Credit Agreement provides an initial term loan facility of $675.0 million, delayed draw term loan commitments of $100.0 million, and a $100.0 million priority revolving credit facility, all maturing on July 27, 2033, with interest based on a base rate or term SOFR plus leverage-based margins. The obligations are guaranteed by certain subsidiaries and secured by substantially all assets, and the prior 2022 JPMorgan credit facility was repaid and terminated. Avanos requested NYSE delisting, trading in AVNS was suspended on July 27, 2026, and the company plans to file Form 25 followed by Form 15 to end Exchange Act registration and reporting. All pre-merger directors and officers departed, with David C. Pacitti named President and CEO, Scott M. Galovan CFO and Treasurer, and John S. Fischer General Counsel and Secretary. Outstanding RSU and option awards were canceled and cashed out based on the $25.00 merger price, subject to their terms.

Sigfrido Delgado, SVP, Operations of Avanos Medical, reported merger-related dispositions of his equity awards. On July 27, 2026, 55,741 common shares, including 40,335 time-based RSUs, were converted into the right to receive $25.00 in cash per share under an Agreement and Plan of Merger.

Performance-based RSUs for 54,886 shares were similarly converted at the Merger Consideration, with a maximum of 72,282 shares possible if 2026 performance exceeds target. Stock options covering 37,520 shares at $13.69 and 21,914 shares at $15.24 were canceled and converted into cash based on $25.00 minus the exercise price per share. The Rule 10b5-1 checkbox was not marked.

Avanos Medical SVP and Chief Financial Officer Scott Michael Galovan reported merger-related equity conversions tied to a transaction that converted each share of common stock into the right to receive $25.00 per share in cash. A total of 135,596 shares of common stock, including time-based restricted stock units, were exchanged for this cash consideration.

Performance-based restricted stock units representing 96,121 shares were deemed acquired and disposed at target performance, with a maximum potential of 127,534 shares if 2026 performance exceeds target. Employee stock options on 69,630 and 21,038 shares, with exercise prices of $13.6900 and $15.2400 respectively, were canceled and converted into cash equal to their in-the-money value, while options with exercise prices above $25.00 were canceled for no consideration.

Avanos Medical CEO David Pacitti reported transactions tied to a merger effective July 27, 2026. Each common share was converted into the right to receive $25.00 per share in cash. He disposed of 322,194 common shares (including time-based RSUs) and 444,730 performance-based RSUs in deemed acquire-and-dispose entries, all for $25.00 per share. In addition, 239,354 stock options with a $13.69 exercise price were canceled and converted into a cash right based on the spread between the merger consideration and the exercise price, while higher-priced options were canceled for no consideration.

Avanos Medical, Inc. director Julie Ann Shimer reported issuer dispositions tied to the closing of a merger effective July 27, 2026. 50,090 shares of common stock were converted into the right to receive $25.00 per share in cash under the merger agreement. In a related step, 12,003 restricted share units were canceled and converted into a cash payment based on the same merger consideration, less applicable taxes. After these transactions, Shimer reported no remaining common stock or restricted share unit holdings.

Avanos Medical, Inc. director Patrick J. O’Leary reported the disposition to the issuer of 54,640 shares of common stock and 12,003 restricted share units on July 27, 2026. In connection with a completed merger, each share and unit was converted into the right to receive $25.00 in cash, leaving him with no reported direct holdings.

AVANOS MEDICAL director Franchini Indrani Lall reported dispositions tied to the company’s merger. On July 27, 2026, she disposed of 4,817 shares of common stock at $25.00 per share, with each share converted into a cash right under the merger terms. On the same date, 12,003 cash-settled restricted share units, each linked to one share of common stock, were canceled and converted into cash based on the same $25.00 merger consideration, less tax withholdings. Following these transactions, the reported holdings for these securities are 0 shares/units.

Avanos Medical, Inc. director Lisa Egbuonu-Davis reported dispositions to the issuer in connection with the company’s merger effective July 27, 2026. She disposed of 13811 shares of common stock and 12003 restricted share units, each converted into the right to receive $25.00 per share in cash, leaving no holdings of these awards.