Avanos Medical (NYSE: AVNS) CFO details $25 cash merger treatment of shares, RSUs and options
Rhea-AI Filing Summary
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.
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Insights
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Insider Trade Summary
Net Seller: 135,596 shares
Net Sell
5 txns
Insider
Galovan Scott Michael
Role
SVP, Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) F7, F6 | 69,630 | -- | -- |
| Disposition | Employee Stock Option (right to buy) F7, F8 | 21,038 | -- | -- |
| Disposition | Common Stock F1, F2 | 135,596 | $25.00 | $3.39M |
| Grant/Award | Common Stock F3, F4, F5 | 96,121 | $0.00 | $0.00 |
| Disposition | Common Stock F3, F4, F5 | 96,121 | $25.00 | $2.40M |
Holdings After Transaction:
Employee Stock Option (right to buy) — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (8)
- 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 Effective Time), 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.
- F2. Includes 86,918 restricted stock units of the Company which were subject to only time-based vesting conditions (each, a Company TRSU). Pursuant to the Merger Agreement, these Company TRSUs 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 the reporting person would have been entitled to receive if such Company TRSUs had vested in full (less applicable tax withholdings)
- F3. Represents the deemed acquisition and disposition of Common Stock pursuant to restricted stock units that were subject to performance-based vesting conditions (each, a Company PRSU), which were previously granted to the reporting person.
- F4. Pursuant to the Merger Agreement, these Company PRSUs 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 per share of Common Stock by (ii) the number of shares of Common Stock such holder would have been entitled to receive if such Company PRSU award had vested based on (A) actual performance against performance metrics for any one-year performance period completed prior to the Effective Time, (B) for any one-year performance period that is in progress as of the Effective Time, the greater of (1) actual achievement against performance metrics and (2) its target level (although, as referenced below, such awards will be converted at target level with a potential true-up), and (C) deemed achievement at target level for any one-year performance period that has not yet commenced as of the Effective Time (less applicable tax withholdings).
- F5. The amount reported represents the aggregate number of Company PRSUs paid out to the Reporting Person at (or within 15 business days following) the Effective Time based on target performance for fiscal year 2026. In the event that actual performance for fiscal year 2026 exceeds target, the reporting person will receive a true-up payment. The maximum aggregate number of Company PRSUs that the reporting person could earn based on actual performance for fiscal year 2026 is 127,534.
- F6. These options were originally scheduled to vest 30% on March 13, 2027, 30% on March 13, 2028 and 40% on March 13, 2029.
- F7. Pursuant to the Merger Agreement, these stock options 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 excess of (A) the Merger Consideration minus (B) the exercise price payable in respect of each share of Common Stock subject to such stock option, by (ii) the number of shares of Common Stock the reporting person would have been entitled to receive upon exercise if such stock option award had vested in full (less applicable tax withholdings). Company stock options with an exercise price per share that exceeds the Merger Consideration were canceled for no consideration, which cancelations are exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rules 16a-4(d) and 16b-6(d) thereunder.
- F8. These options were originally scheduled to vest 30% on March 7, 2026, 30% on March 7, 2027 and 40% on March 7, 2028.
Key Figures
Merger consideration per share: $25.00 per share
Common stock converted: 135,596 shares
Target PRSUs settled: 96,121 shares
+3 more
6 metrics
Merger consideration per share
$25.00 per share
Cash paid for each share of common stock at the July 27, 2026 merger effective time
Common stock converted
135,596 shares
Shares of common stock, including time-based RSUs, converted into cash rights at $25.00 per share
Target PRSUs settled
96,121 shares
Performance-based RSUs deemed acquired and disposed at target performance around the merger effective time
Maximum PRSUs possible
127,534 shares
Maximum aggregate PRSUs the reporting person could earn if 2026 performance exceeds target
Stock options canceled at $13.6900
69,630 shares at $13.6900
Employee stock options canceled and converted into cash equal to their in-the-money value
Stock options canceled at $15.2400
21,038 shares at $15.2400
Additional employee stock options canceled and converted into cash equal to their in-the-money value
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units, performance-based vesting conditions, +1 more
5 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
"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 stock units financial
"Includes 86,918 restricted stock units of the Company which were subject"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based vesting conditions financial
"pursuant to restricted stock units that were subject to performance-based vesting conditions"
Section 16 of the Securities Exchange Act of 1934 regulatory
"cancelations are exempt from Section 16 of the Securities Exchange Act of 1934, as amended"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did Avanos Medical (AVNS) CFO Scott Michael Galovan report?
Scott Michael Galovan reported merger-related equity conversions, including 135,596 common shares exchanged for $25.00 per share in cash, 96,121 performance-based RSUs settled at target, and stock options on 69,630 and 21,038 shares canceled for their in-the-money value.
How were Avanos Medical (AVNS) restricted stock units and PRSUs treated in the merger?
Time-based RSUs, including 86,918 units, were canceled and converted into cash based on the $25.00 Merger Consideration. Performance-based RSUs covering 96,121 shares were settled at target levels, with a potential true-up up to 127,534 shares if 2026 performance exceeds target.
What happened to Avanos Medical (AVNS) stock options held by the CFO in this transaction?
Employee stock options on 69,630 shares at $13.6900 and 21,038 shares at $15.2400 were canceled and converted to cash equal to their in-the-money value, less taxes. Options with exercise prices above the $25.00 Merger Consideration were canceled for no consideration.
Were the Avanos Medical (AVNS) CFO’s transactions executed under a Rule 10b5-1 trading plan?
No. The Rule 10b5-1 checkbox was not marked as relying on a trading plan, and the footnotes describe these events as automatic cancellations and cash conversions under the Merger Agreement rather than discretionary market trades.
Can the Avanos Medical (AVNS) CFO receive additional PRSU payouts after the merger?
Yes. The CFO received cash for 96,121 PRSUs at target for fiscal 2026, but may receive a true-up payment if actual 2026 performance exceeds target, up to a maximum of 127,534 PRSUs equivalent, subject to plan terms and tax withholdings.