Avanos Medical (NYSE: AVNS) investors OK $25 cash buyout by AIP
Rhea-AI Filing Summary
Avanos Medical, Inc. stockholders approved the pending acquisition of Avanos by affiliates of investment funds advised by American Industrial Partners pursuant to an Agreement and Plan of Merger. At the effective time of the transaction, Avanos stockholders will have the right to receive $25.00 in cash per share. All required regulatory approvals under the merger agreement have been received, and closing is expected no later than July 27, 2026, subject to satisfaction or waiver of customary conditions.
As of June 18, 2026, there were 46,847,816 shares of common stock outstanding, and 35,207,549 shares (about 75.15%) were present or represented at the July 22, 2026 special meeting, constituting a quorum. Stockholders approved the merger proposal with 35,119,793 votes for, 32,508 against and 55,248 abstentions, and also approved on a non-binding, advisory basis the compensation related to the merger for named executive officers, with 30,620,395 votes for, 4,220,505 against and 366,649 abstentions.
Positive
- None.
Negative
- None.
Filing Explained
The approved merger remains pre-closing; once effective, Avanos will survive as a wholly owned subsidiary of Parent, ending existing public ownership of the company.
8-K Event Classification
3 items: 5.07, 7.01, 9.01
3 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Cash consideration per share: $25.00 per share
Shares outstanding on record date: 46,847,816 shares
Shares represented at special meeting: 35,207,549 shares
+4 more
7 metrics
Cash consideration per share
$25.00 per share
Per merger agreement, payable at effective time of acquisition
Shares outstanding on record date
46,847,816 shares
Common stock outstanding as of June 18, 2026 record date
Shares represented at special meeting
35,207,549 shares
Shares present or represented at July 22, 2026 special meeting; about 75.15% of outstanding
Votes for merger proposal
35,119,793 votes
Votes cast in favor of Proposal No. 1 approving the merger
Support level among votes cast
approximately 99.75% of shares voted
Portion of shares voted in favor of the transaction at the special meeting
Votes for advisory compensation proposal
30,620,395 votes
Votes cast in favor of Proposal No. 2 on merger-related executive compensation
Expected latest closing date
no later than July 27, 2026
Stated expectation for completion of the acquisition, subject to conditions
Key Terms
Agreement and Plan of Merger, non-binding, advisory basis, Regulation FD Disclosure, broker non-votes, +1 more
5 terms
Agreement and Plan of Merger regulatory
"approve and adopt the Agreement and Plan of Merger, dated as of April 13, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
non-binding, advisory basis regulatory
"a proposal to approve, on a non-binding, advisory basis, the compensation"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure On July 22, 2026"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
forward-looking statements regulatory
"contains information that includes or is based on “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transaction did Avanos Medical (AVNS) stockholders approve on July 22, 2026?
Avanos Medical (AVNS) stockholders approved the acquisition of the company by affiliates of funds advised by American Industrial Partners. Under the merger agreement, Avanos will become a wholly owned subsidiary, and stockholders will be entitled to receive $25.00 in cash per share at closing.
What were the voting results for Avanos Medical (AVNS) merger Proposal No. 1?
For Proposal No. 1 approving the merger, Avanos Medical (AVNS) stockholders cast 35,119,793 votes for, 32,508 against and 55,248 abstentions. The company also reported that approximately 99.75% of shares voted at the special meeting supported the transaction with American Industrial Partners.
When is the American Industrial Partners acquisition of Avanos Medical (AVNS) expected to close?
The acquisition of Avanos Medical (AVNS) by American Industrial Partners’ affiliates is expected to close no later than July 27, 2026, subject to satisfaction or waiver of customary closing conditions. All required regulatory approvals under the merger agreement have already been received.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: July 22, 2026
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||
| (Address of principal executive offices) | (Zip code) | |||||||||||||||||||
Registrant’s telephone number, including area code: (844 ) 428-2667
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On July 22, 2026, Avanos Medical, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to vote on the proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 10, 2026, as supplemented on July 14, 2026 (“the Proxy Statement”).
As of the close of business on June 18, 2026, the record date for the Special Meeting (the “Record Date”), there were 46,847,816 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 35,207,549 shares of Common Stock, representing approximately 75.15% of the outstanding shares of Common Stock, were present in person or represented by proxy, constituting a quorum to conduct business.
At the Special Meeting, the Company’s stockholders voted on the following matters:
1.A proposal to approve and adopt the Agreement and Plan of Merger, dated as of April 13, 2026 (as it has been or may be amended, supplemented, waived or otherwise modified in accordance with its terms, the “Merger Agreement”), by and among the Company, A-AV Holdco I, Inc., a Delaware corporation (“Parent”), and A-AV MergerSub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), pursuant to which, among other things, Merger Subsidiary will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”), and approve the consummation of the transactions contemplated by the Merger Agreement, including the Merger (“Proposal No. 1”);
2.A proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger (“Proposal No. 2”); and
3.A proposal to approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes cast at the Special Meeting to approve Proposal No. 1 (“Proposal No. 3”).
The final voting results for each proposal are described below. Proposal No. 3 was not submitted to the Company’s stockholders for approval at the Special Meeting because there were sufficient votes to approve Proposal No. 1. For more information on each of these proposals, see the Proxy Statement.
Proposal No. 1. The Company’s stockholders approved Proposal No. 1. The votes cast on Proposal No. 1 were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 35,119,793 | 32,508 | 55,248 | N/A | |||||||||||||||||
Proposal No. 2. The Company’s stockholders approved Proposal No. 2. The votes cast on Proposal No. 2 were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 30,620,395 | 4,220,505 | 366,649 | N/A | |||||||||||||||||
Item 7.01 Regulation FD Disclosure
On July 22, 2026, the Company issued a press release announcing the approval and adoption of the Merger Agreement, and the approval of the transactions contemplated thereby, by the Company’s stockholders at the Special Meeting. A copy of the press release is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
| Exhibit No. | Description | |||||||
99.1 | Press Release Issued by Avanos Medical, Inc. on July 22, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AVANOS MEDICAL, INC. | ||||||||||||||
| Date: | July 22, 2026 | By: | /s/ John S. Fischer | |||||||||||
| John S. Fischer Vice President, Head of Legal and Secretary | ||||||||||||||
Exhibit 99.1
 | ||||||||
Avanos Medical, Inc. Stockholders Approve Acquisition by American Industrial Partners
ALPHARETTA, GA – July 22, 2026 – Avanos Medical, Inc. (NYSE: AVNS) (“Avanos” or the “Company”), a leading medical technology company, today announced that its stockholders have voted to approve the pending acquisition of Avanos by affiliates of investment funds advised by American Industrial Partners (“AIP”) at a special meeting of stockholders (the “Special Meeting”) held earlier today.
Based on preliminary voting results, approximately 99.75% of shares voted at the Special Meeting were voted in favor of the transaction, which represented approximately 74.96% of the total outstanding shares of Avanos common stock as of June 18, 2026, the record date for the Special Meeting.
“We are pleased with the outcome of the Special Meeting and thank our stockholders for their strong support,” said Gary D. Blackford, Avanos’ Board chair. “By partnering with AIP, we expect to build on our positive momentum with enhanced flexibility and resources, enabling Avanos to better address today’s most pressing healthcare needs. We look forward to closing the transaction as Avanos enters the next chapter in its history.”
As previously announced, pursuant to the terms of the merger agreement, Avanos stockholders will have the right to receive $25.00 per share in cash at the effective time of the acquisition for each share of Avanos common stock they own. All required regulatory approvals under the merger agreement have been received. The transaction is expected to close no later than July 27, 2026, subject to the satisfaction or waiver of customary closing conditions.
The final voting results of the Special Meeting will be set forth in a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission.
About Avanos Medical, Inc.
Avanos Medical, Inc. is a medical technology company focused on delivering clinically superior medical device solutions that will help patients get back to what matters. Headquartered in Alpharetta, Georgia, we are committed to addressing some of today's most important healthcare needs, including providing a vital lifeline for nutrition to patients from hospital to home, and reducing the use of opioids while helping patients move from surgery to recovery. Avanos develops, manufactures and markets its recognized brands globally and holds leading market positions in multiple categories across its portfolio. For more information, visit avanos.com and follow Avanos Medical on X (@AvanosMedical), LinkedIn and Facebook.
Forward-Looking Statements
This press release contains information that includes or is based on “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “expect,” “may,” or “will,” and similar expressions. These forward-looking statements include statements about the expected timing of the closing of the merger and other matters. These statements are subject to risks and uncertainties that could cause actual results to differ materially from expectations, including the risk that the merger may not be completed on the anticipated timeline or at all. Avanos undertakes no obligation to update or revise any forward-looking statements.
Contacts
Investor Relations Contact:
Scott Galovan, Avanos Medical, Inc., Investor.Relations@Avanos.com
Media Contacts:
Katrine Kubis, Avanos Medical, Inc., CorporateCommunications@Avanos.com
Or
Andy Brimmer / Joseph Sala / Catherine Simon
Joele Frank, Wilkinson Brimmer Katcher
Avanos-JF@joelefrank.com
Exhibit 99.1
212-355-4449