Every 8-K that Avanos Medical, Inc. (AVNS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow AVNS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full AVNS filings page.
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.
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.
Avanos Medical announced it has received all required regulatory approvals for the pending acquisition of the company by affiliates of investment funds advised by American Industrial Partners. The transaction is expected to close no later than July 27, 2026, subject to Avanos stockholder approval and remaining customary closing conditions.
A special meeting of Avanos stockholders to vote on the merger is scheduled for July 22, 2026, at 9:00 a.m. Eastern time in Atlanta, Georgia. The company urges investors to review the definitive proxy statement on Schedule 14A and related materials filed with the SEC for detailed information about the merger and voting procedures.
Avanos Medical, Inc. reported first quarter 2026 results and highlighted a pending acquisition by affiliates of American Industrial Partners in an all-cash transaction valuing the company at an enterprise value of $1.272 billion.
For the quarter, net sales were $182.2 million, up 8.8% from $167.5 million a year earlier, driven by double-digit organic growth in the Specialty Nutrition Systems segment. Net income was $5.1 million versus $6.6 million last year, with diluted EPS of $0.11 compared to $0.14. Adjusted net income was $10.6 million and adjusted diluted EPS $0.22, down from $12.0 million and $0.26.
Specialty Nutrition Systems net sales rose to $124.0 million, while Pain Management & Recovery net sales were $56.3 million and roughly flat year over year, with that segment moving to an operating loss of $1.8 million. Adjusted EBITDA was stable at $21.8 million versus $21.6 million.
Cash used in operating activities was $12.3 million, compared with cash provided of $25.7 million in the prior-year quarter. Free cash flow was an outflow of $16.6 million versus an inflow of $19.0 million. Cash and cash equivalents were $65.6 million as of March 31, 2026, with total debt of $98.2 million on the term loan facility.
Avanos Medical, Inc. has agreed to be acquired by affiliates of American Industrial Partners in an all-cash merger. Avanos stockholders will receive $25.00 per share in cash, valuing the company at an enterprise value of approximately $1.272 billion and representing a 72.1% premium to the April 13, 2026 closing price and an 82.8% premium to the 30-day volume-weighted average price.
The Board unanimously approved the Agreement and Plan of Merger and recommends stockholders adopt it. Closing is expected in the second half of 2026, subject to approval by a majority of outstanding shares, antitrust and other regulatory clearances, and other customary conditions; the merger is not subject to a financing condition and is backed by an equity commitment from American Industrial Partners Capital Fund VIII, L.P. After completion, Avanos will become a private company and its common stock will be delisted from the New York Stock Exchange.
Avanos Medical, Inc. reported a change to its executive compensation program. Effective beginning in 2026, the Board of Directors increased the target value of the annual long-term incentive grant for Chief Executive Officer David C. Pacitti under the 2021 Long Term Incentive Plan from $5,000,000 to $5,500,000. This adjustment affects the equity-based incentive opportunity for the CEO and does not change reported financial results.
Avanos Medical entered into a cooperation agreement with investor Bradley L. Radoff and The Radoff Family Foundation. The Board agreed to nominate James L. Cunniff and a second independent director for election at the 2026 annual meeting, and to appoint Mr. Cunniff to at least one Board committee after that meeting.
In return, Mr. Radoff withdrew his director nomination and the Radoff Parties accepted standstill and voting commitments lasting until a defined period ahead of the 2027 annual meeting. Avanos also announced it intends to nominate William P. Burke as the second independent director. Full details will appear in the company’s future proxy materials.
Avanos Medical reported modest growth for 2025 with net sales rising 1.9% to $701.2 million, driven mainly by a 9.2% increase in Specialty Nutrition Systems revenue to $432.9 million. Pain Management and Recovery sales grew 1.5% to $237.8 million.
The company posted a 2025 net loss of $72.9 million, a substantial improvement from a $392.1 million loss in 2024, though this year included a non-cash goodwill impairment of $77.0 million in the PM&R segment. On an adjusted basis, operating profit declined to $67.1 million and adjusted EBITDA fell to $86.8 million from $107.6 million, while adjusted diluted EPS decreased to $0.94 from $1.35.
Free cash flow for 2025 dropped to $43.1 million from $82.9 million, but net debt improved to $10.7 million as of December 31, 2025. For 2026, Avanos expects net sales between $700 million and $720 million and adjusted diluted EPS between $0.90 and $1.10, while transformation initiatives are targeted to deliver $15–$20 million of incremental annualized savings by the end of 2026.
Avanos Medical, Inc. filed a current report describing an investor presentation being given at the JP Morgan Healthcare Conference. On January 13, 2026, the company will present and discuss a slide deck that is included as Exhibit 99.1 to this report and incorporated by reference for informational purposes.
The company clarifies that the materials furnished under Regulation FD are not considered “filed” under the Securities Exchange Act and are not subject to related liability provisions. These materials will also not be automatically incorporated into any securities registration statements or other documents unless specifically stated in those future filings.
Avanos Medical filed an amended report to clarify severance terms for two departing executives as part of a broader organizational restructuring. The company eliminated the roles of Chief Commercial Officer and General Counsel, notifying Kerr Holbrook and Mojirade James that their employment would end effective December 1, 2025, with their responsibilities reassigned to other employees.
Under the Severance Pay Plan, Avanos will pay Mr. Holbrook $1,535,417 and Ms. James $1,425,665 in cash severance and cover 100% of their COBRA premiums for 12 months. Time-based restricted stock units for both executives vested pro rata on December 1, 2025, while performance-based awards will vest based on actual performance. The amendment specifies that all 16,300 time-based restricted stock units granted to Ms. James on April 22, 2025 vested in full on that date, and their stock options remain exercisable for up to five years, subject to standard conditions and release agreements.
Avanos Medical, Inc. filed an 8-K to announce results for the three and nine months ended September 30, 2025. The company reported its results of operations and financial condition for these periods.
The announcement was provided via a press release furnished as Exhibit 99.1. The company stated the information under Item 2.02, including Exhibit 99.1, is being furnished and not deemed filed under the Exchange Act.
Avanos Medical (AVNS) is eliminating its Chief Commercial Officer and General Counsel positions as part of a broader restructuring, effective December 1, 2025. The company notified Senior Vice Presidents Kerr Holbrook (CCO) and Mojirade James (General Counsel and Secretary) of their employment termination tied to the role eliminations, with responsibilities to be reallocated across other employees.
Under the Severance Pay Plan, Avanos will pay $1,535,417 to Mr. Holbrook and $1,425,665 to Ms. James, and cover 100% of COBRA premiums for 12 months. Unvested time-based RSUs will vest pro rata through the termination date, PSUs will vest at period end based on actual performance, and stock options will remain exercisable for five years (or earlier expiration). Each executive will receive a prorated 2025 bonus at target. These benefits are conditioned on signed separation agreements, a general release, and continued compliance with confidentiality and non-solicitation obligations.
Avanos Medical, Inc. reported that on September 15, 2025 it acquired Nexus Medical, LLC. The company disclosed this event through a current report and referenced a press release that provides more information about the transaction.
The press release announcing the acquisition is attached as Exhibit 99.1 and is furnished under Regulation FD, meaning it is intended to share information broadly with the market but is not treated as filed for liability purposes under certain securities laws. Avanos’ common stock continues to trade on the New York Stock Exchange under the symbol AVNS.