Avanos director exits reported holdings at $25

AVANOS MEDICAL director Franchini Indrani Lall reported dispositions tied to the company’s merger.

Rhea-AI Filing Summary

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.

Insider Trade Summary

Disposition: 16,820 shares

Disposition 2 txns

Insider Franchini Indrani Lall

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Share Units F2, F3	12,003	$25.00	$300K
Disposition	Common Stock F1	4,817	$25.00	$120K

Holdings After Transaction: Restricted Share Units — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (3)

1. F1. Pursuant to 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 Issuer, A-AV Holdco I, Inc., a Delaware corporation, and A-AV MergerSub, Inc. (Parent), a Delaware corporation and a wholly-owned subsidiary of Parent, each share of the Issuer's common stock, par value $0.01 per share, that was issued and outstanding immediately prior to the effective time of the merger (the Merger), which occurred on July 27, 2026, was converted into and exchanged for the right to receive $25.00 per share in cash, without interest (the Merger Consideration), payable in accordance with the terms and subject to the conditions of the Merger Agreement.
2. F2. Represents restricted share units issued to the Reporting Person on May 8, 2026. Each restricted share unit represents a contingent right to receive a cash payment equal to the value of one share of the Issuer's common stock.
3. F3. Pursuant to the Merger Agreement, these cash-settled restricted share units were canceled immediately prior to the Effective Time of the Merger and converted into the right to receive an amount in cash determined by multiplying: (i) the Merger Consideration by (ii) the number of shares of Common Stock subject to the restricted share unit award (less applicable tax withholdings).

Key Figures

Common shares disposed: 4,817 shares Cash-settled RSUs canceled: 12,003 units Merger consideration per share: $25.00 per share +2 more

5 metrics

Common shares disposed 4,817 shares Common stock converted to cash at $25.00 per share on July 27, 2026

Cash-settled RSUs canceled 12,003 units Restricted share units canceled and cash-settled at $25.00 per underlying share

Merger consideration per share $25.00 per share Cash paid for each share of Avanos common stock at merger effective time

Reported holdings after transactions 0.0000 shares/units Post-transaction balances for the reported common stock and RSUs

Merger effective date July 27, 2026 Date the merger closed and securities were converted to cash rights

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted share units, Effective Time of the Merger

4 terms

Agreement and Plan of Merger regulatory

"Pursuant to 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.

Merger Consideration financial

"was converted into and exchanged for the right to receive $25.00 per share in cash, without interest (the Merger Consideration)"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

restricted share units financial

"Represents restricted share units issued to the Reporting Person on May 8, 2026."

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

Effective Time of the Merger regulatory

"canceled immediately prior to the Effective Time of the Merger and converted into the right to receive an amount in cash"

The effective time of the merger is the exact moment when a planned combination of two companies legally takes effect, usually specified in the merger agreement and reflected by the formal filing or timestamp. For investors, it is the point when ownership, voting rights, financial reporting and control shift—like a light switch flipping that joins two rooms into one—so it determines when shares convert, who controls corporate decisions and which results appear in financial statements.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Franchini Indrani Lall report for AVNS?

Franchini Indrani Lall reported dispositions related to Avanos Medical’s merger, including common stock and cash-settled restricted share units converted into cash at $25.00 per share as of July 27, 2026 under the merger terms.

How many AVNS common shares and RSUs were affected and at what price?

The director disposed of 4,817 common shares and had 12,003 cash-settled restricted share units canceled. Both were converted into cash rights based on the merger consideration of $25.00 per share, before any applicable tax withholdings.

What were the key merger terms affecting AVNS common stock in this report?

Each share of Avanos Medical common stock outstanding immediately before the merger’s effective time was converted into the right to receive $25.00 per share in cash, without interest, payable according to the conditions of the Agreement and Plan of Merger.

What happened to the AVNS restricted share units held by the director?

The 12,003 cash-settled restricted share units were canceled immediately before the merger’s effective time and converted into a cash amount equal to $25.00 multiplied by the units held, reduced by applicable tax withholdings, consistent with the merger agreement.

Does Franchini Indrani Lall retain any reported AVNS holdings after these transactions?

For the securities reported here, post-transaction balances show 0.0000 shares or units following the July 27, 2026 merger-related dispositions and cancellations, indicating no remaining reported holdings of these particular common shares and restricted share units.

Was a Rule 10b5-1 trading plan indicated for the AVNS insider transactions?

The Rule 10b5-1 trading plan checkbox was not marked as affirmative. The dispositions instead reflect treatment of the director’s AVNS common stock and cash-settled restricted share units under the Agreement and Plan of Merger at a $25.00 cash consideration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/28/2026 - 05:37 PM Accepted by SEC EDGAR 07/28/2026 - 05:37 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Franchini Indrani Lall

(Last) (First) (Middle)

5405 WINDWARD PARKWAY

(Street)

ALPHARETTA GEORGIA 30004

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
AVANOS MEDICAL, INC. [ AVNS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/27/2026		D		4,817(1)	D	$25	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(2)	07/27/2026		D			12,003	(3)	(3)	Common Stock	12,003	$25(3)	0	D

Explanation of Responses:

1. Pursuant to 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 Issuer, A-AV Holdco I, Inc., a Delaware corporation, and A-AV MergerSub, Inc. (Parent), a Delaware corporation and a wholly-owned subsidiary of Parent, each share of the Issuer's common stock, par value $0.01 per share, that was issued and outstanding immediately prior to the effective time of the merger (the Merger), which occurred on July 27, 2026, was converted into and exchanged for the right to receive $25.00 per share in cash, without interest (the Merger Consideration), payable in accordance with the terms and subject to the conditions of the Merger Agreement.

2. Represents restricted share units issued to the Reporting Person on May 8, 2026. Each restricted share unit represents a contingent right to receive a cash payment equal to the value of one share of the Issuer's common stock.

3. Pursuant to the Merger Agreement, these cash-settled restricted share units were canceled immediately prior to the Effective Time of the Merger and converted into the right to receive an amount in cash determined by multiplying: (i) the Merger Consideration by (ii) the number of shares of Common Stock subject to the restricted share unit award (less applicable tax withholdings).

Remarks:

	/s/ John Fischer, as attorney-in-fact for Indrani Franchini	07/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)