SEC Form 4 · accession 0001606498-26-000111
AVANOS MEDICAL, INC. · AVNS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Michael Galovan
Officer — SVP, Chief Financial Officer
Period of report
Jul 27, 2026
Accepted (ET)
Jul 28, 2026 · 5:39 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001606498
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 27, 2026 | D | 135,596 | $25.00 | D | 0 | D | |
| Common StockF3,F4,F5 | Jul 27, 2026 | A | 96,121 | $0.00 | A | 96,121 | D | |
| Common StockF3,F4,F5 | Jul 27, 2026 | D | 96,121 | $25.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F7,F6 | $13.69 | Jul 27, 2026 | D | 69,630 | D | — | Mar 13, 2036 | Common Stock | 69,630 | 0 | D |
| Employee Stock Option (right to buy)F7,F8 | $15.24 | Jul 27, 2026 | D | 21,038 | D | — | Mar 7, 2035 | Common Stock | 21,038 | 0 | D |
Explanation of responses
- F1Pursuant 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.
- F2Includes 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)
- F3Represents 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.
- F4Pursuant 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).
- F5The 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.
- F6These options were originally scheduled to vest 30% on March 13, 2027, 30% on March 13, 2028 and 40% on March 13, 2029.
- F7Pursuant 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.
- F8These options were originally scheduled to vest 30% on March 7, 2026, 30% on March 7, 2027 and 40% on March 7, 2028.