Avanos Medical Director Receives $25 Per Share Cash Payment Following Completed Merger Transaction

Merger Agreement Terms and Cash Consideration Structure

The merger between Avanos Medical and A-AV Holdco I, Inc. was governed by an Agreement and Plan of Merger dated April 13, 2026. According to the disclosure, each outstanding share of Avanos Medical common stock, par value $0.01 per share, was converted into and exchanged for $25.00 per share in cash. This cash payment became due and payable according to the terms and conditions outlined in the merger agreement. The transaction received approval and was consummated on July 27, 2026, when the merger became effective.

The merger consideration structure represented a fixed cash price per share rather than a stock-for-stock exchange or variable pricing arrangement. For Director Egbuonu-Davis, the common stock holdings in her direct beneficial ownership were subject to this conversion mechanism. The filing indicates that all shares outstanding immediately prior to the merger's effective time were entitled to receive the specified cash consideration, providing clarity regarding the treatment of shareholder equity in the transaction.

Treatment of Restricted Share Units in the Merger

Beyond the common stock conversion, Avanos Medical addressed the treatment of restricted share units held by insiders including Director Egbuonu-Davis. The disclosure reveals that 12,003 restricted share units were issued to the reporting person on May 8, 2026, approximately 2.5 months before the merger's completion. Each restricted share unit represented a contingent right to receive a cash payment equal to the value of one share of Avanos Medical common stock.

Under the merger agreement provisions, these cash-settled restricted share units were canceled immediately prior to the merger's effective time. They were subsequently converted into the right to receive a cash amount determined by multiplying the merger consideration of $25.00 by the number of shares of common stock underlying each restricted share unit award, less applicable tax withholdings. This treatment ensured that equity-based compensation holders received merger consideration equivalent to common shareholders on a per-share basis, adjusted for tax obligations.

Director's Beneficial Ownership Position Following the Merger

Lisa Egbuonu-Davis held the position of director at Avanos Medical at the time of the merger. The disclosure filing indicates that all of her security holdings were directly owned, with no indirect beneficial ownership arrangements reported. Her direct ownership position consisted of both common stock and restricted share units, with the common stock representing 13,811 shares beneficially owned prior to conversion.

Following the merger's completion, the reporting person's beneficial ownership position was converted from equity securities into cash entitlements. The conversion of both common stock and restricted share units eliminated her direct equity position in Avanos Medical as an independent public company, as the entity ceased to exist as a standalone publicly traded concern following the effective time of the merger on July 27, 2026.

Acquisition by A-AV Holdco I, Inc. and Corporate Structure

The acquiring entity in the transaction was identified as A-AV Holdco I, Inc., a Delaware corporation. The disclosure indicates that A-AV MergerSub, Inc., also a Delaware corporation, served as a wholly-owned subsidiary of the parent acquiring company. This merger structure utilized a subsidiary merger approach, in which a special-purpose vehicle was established to facilitate the combination with Avanos Medical. Such structures are commonly employed in acquisition transactions to provide liability isolation and operational clarity.

The filing does not disclose the identity of A-AV Holdco I, Inc.'s ultimate parent or controlling shareholders, nor does it provide information regarding the acquiring entity's business operations, financial condition, or strategic rationale for the acquisition. These details would be contained in additional disclosure documents and press releases that accompanied the merger announcement and closing.

Transaction Date and Timing of the Merger Completion

The merger agreement was originally dated April 13, 2026, indicating approximately 3.5 months elapsed between the agreement's execution and the transaction's closing. The filing documents the earliest transaction date as July 27, 2026, which represents the effective date of the merger. The beneficial ownership statement was filed on July 28, 2026, the day immediately following the merger's effectiveness, marking the required disclosure of the transaction by the reporting person.

The timing of restricted share unit issuance on May 8, 2026 is notable, as these awards were granted approximately 2.5 months after the merger agreement was signed. The restricted share units were granted while the transaction was pending regulatory approval and closing conditions, and they were structured as cash-settled instruments subject to the merger's completion terms. This approach allowed the company to continue equity compensation practices even as the acquisition process advanced toward closing.

Regulatory Filing Requirements and Insider Transaction Disclosure

The Form 4 filing represents the required disclosure of changes in beneficial ownership by a director of Avanos Medical, as mandated by Section 16(a) of the Securities Exchange Act of 1934. The reporting person, Lisa Egbuonu-Davis, was obligated to disclose the conversion of her common stock and restricted share units into cash entitlements pursuant to the merger agreement. The filing was executed by John Fischer, acting as attorney-in-fact for the reporting person, and filed with the Securities and Exchange Commission on July 28, 2026.

The disclosure documents both the transaction on the non-derivative securities side, showing the common stock conversion and beneficial ownership position, and on the derivative securities side, showing the treatment of restricted share units. The filing provides specificity regarding the ownership form (direct versus indirect), the nature of the securities involved, the transaction codes used, and the number of securities affected. These details ensure complete transparency regarding insider transactions and changes in beneficial ownership positions.

No Outstanding Derivative Securities or Option Holdings Post-Merger

The disclosure indicates that following the completion of the merger, the reporting person held zero derivative securities in beneficial ownership. This reflects the conversion of all restricted share units into cash payment rights and the elimination of her common stock position. The filing shows no outstanding stock options, warrants, or other derivative instruments retained by the director subsequent to the merger's effective time.

The absence of post-merger derivative holdings reflects the all-cash nature of the consideration paid and the comprehensive conversion of all equity-based holdings. Unlike certain merger transactions that may allow holders to retain options or other derivative securities, or structure equity rollovers for continuing shareholders, this transaction resulted in the complete liquidation of the reporting person's equity position in the issuer as an independent publicly traded company.

Legal Representation and Transaction Documentation

The Form 4 filing indicates that John Fischer served as attorney-in-fact for Lisa Egbuonu-Davis in executing and filing the disclosure document. This arrangement is common when insiders utilize legal representatives to prepare and file required securities filings on their behalf. The attorney-in-fact signature and attestation on July 28, 2026 confirms that the transaction details and beneficial ownership information have been reviewed and authenticated through legal counsel.

The merger agreement referenced in the filing—the Agreement and Plan of Merger dated April 13, 2026—constitutes the governing legal document for all transaction mechanics, including the conversion ratios, cash consideration amounts, and treatment of equity awards. The filing notes that this agreement "has been or may be amended, supplemented, waived or otherwise modified in accordance with its terms," indicating that the merger documentation allowed for flexibility in implementation while maintaining the core $25.00 per share cash consideration and related conversion mechanics described in this disclosure.