Avanos Medical (NYSE: AVNS) director cashed out in $25 merger

Rhea-AI Filing Summary

Avanos Medical director Gary Blackford reported dispositions tied to the cash merger completed on July 27, 2026. A total of 79,590 directly held common shares and 40,000 shares held in family trusts, plus 12,003 cash-settled restricted share units, were converted into the right to receive $25.00 per share in cash. Following these merger-driven transactions, Blackford no longer holds these reported securities.

Insider Trade Summary

Net Seller: 119,590 shares

Net Sell 3 txns

Insider BLACKFORD GARY

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Share Units F3, F4	12,003	$25.00	$300K
Disposition	Common Stock F1, F2	40,000	$25.00	$1.00M
Disposition	Common Stock F1	79,590	$25.00	$1.99M

Holdings After Transaction: Restricted Share Units — 0 shares (Direct); Common Stock — 0 shares (Indirect, Shares held in trust.); Common Stock — 0 shares (Direct)

Footnotes (4)

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. These shares are held in trusts for the benefit of certain immediate family members of the Reporting Person. The Reporting Person is co-trustee of such trusts. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
3. F3. 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.
4. F4. 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

Direct common shares disposed: 79,590 shares Trust-held common shares disposed: 40,000 shares Restricted share units canceled: 12,003 units +1 more

4 metrics

Direct common shares disposed 79,590 shares Common Stock held directly by Gary Blackford converted for cash in merger on July 27, 2026

Trust-held common shares disposed 40,000 shares Common Stock held in family trusts, with beneficial ownership disclaimed except for pecuniary interest

Restricted share units canceled 12,003 units Cash-settled RSUs issued May 8, 2026, canceled and cashed out at merger

Merger consideration $25.00 per share Cash paid for each share of Avanos common stock and used to value RSUs at merger

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted share units, pecuniary interest, +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

"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.

pecuniary interest financial

"disclaims beneficial ownership of these shares except to the extent of his pecuniary interest"

beneficial ownership regulatory

"the Reporting Person is the beneficial owner of these shares for purposes of Section 16"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/28/2026 - 05:35 PM Accepted by SEC EDGAR 07/28/2026 - 05:35 PM Learn about SEC filing dates

FAQ

What insider transactions did Avanos Medical (AVNS) disclose for Gary Blackford?

Avanos Medical (AVNS) disclosed that director Gary Blackford disposed of 79,590 directly held common shares, 40,000 trust-held shares and 12,003 restricted share units. All were converted into the right to receive $25.00 per share in cash in connection with the company’s merger.

At what price were Gary Blackford’s Avanos Medical (AVNS) shares cashed out?

All reported securities held by Avanos Medical (AVNS) director Gary Blackford were cashed out at $25.00 per share. This merger consideration applied to common stock and cash-settled restricted share units, converting each into the right to receive that cash amount, subject to applicable tax withholding.

How many Avanos Medical (AVNS) shares did Gary Blackford hold directly versus in trusts?

Gary Blackford held 79,590 Avanos common shares directly and 40,000 shares in family trusts. He is co-trustee of the trusts and disclaims beneficial ownership of those trust shares except for any pecuniary interest, according to the filing’s explanatory footnote.

What happened to Gary Blackford’s Avanos Medical (AVNS) restricted share units?

Blackford held 12,003 cash‑settled restricted share units issued on May 8, 2026. Immediately before the merger’s effective time, these RSUs were canceled and converted into the right to receive a cash amount equal to $25.00 times the units, less tax withholdings.

Does Gary Blackford still hold Avanos Medical (AVNS) securities after the merger?

For the securities reported, post‑transaction holdings are shown as 0 shares for each line item. The common stock and restricted share units were all converted into cash merger consideration, so the filing indicates no remaining position in these specific Avanos securities.

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^*

BLACKFORD GARY

(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		40,000(1)(2)	D	$25	0	I	Shares held in trust.
Common Stock	07/27/2026		D		79,590(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	(3)	07/27/2026		D			12,003	(4)	(4)	Common Stock	12,003	$25(4)	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. These shares are held in trusts for the benefit of certain immediate family members of the Reporting Person. The Reporting Person is co-trustee of such trusts. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

3. 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.

4. 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 Gary Blackford	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)