Avanos SVP equity converted in $25 cash merger
Sigfrido Delgado, SVP, Operations of Avanos Medical, reported merger-related dispositions of his equity awards.
Rhea-AI Filing Summary
Sigfrido Delgado, SVP, Operations of Avanos Medical, reported merger-related dispositions of his equity awards. On July 27, 2026, 55,741 common shares, including 40,335 time-based RSUs, were converted into the right to receive $25.00 in cash per share under an Agreement and Plan of Merger.
Performance-based RSUs for 54,886 shares were similarly converted at the Merger Consideration, with a maximum of 72,282 shares possible if 2026 performance exceeds target. Stock options covering 37,520 shares at $13.69 and 21,914 shares at $15.24 were canceled and converted into cash based on $25.00 minus the exercise price per share. The Rule 10b5-1 checkbox was not marked.
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Insights
Analyzing...
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Delgado Sigfrido
Role
SVP, Operations
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) F7, F6 | 37,520 | -- | -- |
| Disposition | Employee Stock Option (right to buy) F7, F8 | 21,914 | -- | -- |
| Disposition | Common Stock F1, F2 | 55,741 | $25.00 | $1.39M |
| Grant/Award | Common Stock F3, F4, F5 | 54,886 | $0.00 | $0.00 |
| Disposition | Common Stock F3, F4, F5 | 54,886 | $25.00 | $1.37M |
Holdings After Transaction:
Employee Stock Option (right to buy) — 0 contracts (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 40,335 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 72,282.
- 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: $25.00 per share
Common shares converted: 55,741 shares
Time-based RSUs included: 40,335 units
+4 more
7 metrics
Merger Consideration
$25.00 per share
Cash paid per share of common stock at Effective Time on July 27, 2026
Common shares converted
55,741 shares
Common stock, including certain RSUs, converted into right to receive $25.00 per share in cash
Time-based RSUs included
40,335 units
Restricted stock units canceled and converted into cash at the Merger Consideration
PRSUs paid at target
54,886 units
Performance-based RSUs paid at or within 15 business days of Effective Time based on target performance
Maximum PRSUs based on performance
72,282 units
Maximum aggregate PRSUs that could be earned if fiscal 2026 performance exceeds target
Stock options at $13.69
37,520 options
In-the-money options canceled and converted into cash based on $25.00 minus $13.69 per share
Stock options at $15.24
21,914 options
In-the-money options canceled and converted into cash based on $25.00 minus $15.24 per share
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 40,335 restricted stock units of the Company which were subject to only time-based vesting"
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
"restricted stock units that were subject to performance-based vesting conditions (each, a Company PRSU)"
Section 16 of the Securities Exchange Act of 1934 regulatory
"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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did Avanos Medical (AVNS) SVP Sigfrido Delgado report?
He reported merger-related conversions of his Avanos Medical (AVNS) equity into cash. On July 27, 2026, 55,741 common shares, 40,335 time-based RSUs, 54,886 PRSUs and two in-the-money option grants were canceled and converted into rights to receive $25.00 per share in cash.
How many restricted stock units for Avanos Medical (AVNS) did Sigfrido Delgado have converted?
Delgado had 40,335 time-based RSUs and 54,886 performance-based RSUs (PRSUs) converted into cash. The 54,886 PRSUs were paid at target performance, with the maximum potential PRSUs based on 2026 results disclosed as 72,282 units.
How were Sigfrido Delgado’s Avanos Medical (AVNS) stock options treated in the merger?
In-the-money Avanos Medical (AVNS) stock options were canceled and converted into cash. Specifically, options for 37,520 shares at a $13.69 exercise price and 21,914 shares at a $15.24 exercise price were paid based on $25.00 minus the exercise price per share, subject to tax withholdings.
Were Sigfrido Delgado’s Avanos Medical (AVNS) Form 4 transactions under a Rule 10b5-1 plan?
The transactions were not reported as being under a Rule 10b5-1 trading plan. The filing’s Rule 10b5-1 checkbox was not marked, and the footnotes describe automatic treatment of awards under the merger agreement rather than discretionary market trading.
Can Sigfrido Delgado receive additional Avanos Medical (AVNS) PRSUs after the merger?
A potential true-up is disclosed for his Avanos Medical (AVNS) PRSUs. If actual performance for fiscal year 2026 exceeds target, he may receive an additional cash payment, with the maximum aggregate PRSUs that could be earned stated as 72,282 units.
AI-generated analysis. How Rhea-AI works. Not financial advice.
