AVANOS MEDICAL, INC. 8-K

What Happened Avanos Medical, Inc. announced on April 13–14, 2026 that it entered into a definitive Agreement and Plan of Merger with A-AV Holdco I, Inc. (Parent) and its MergerSub. Under the agreement, MergerSub will merge into Avanos and each outstanding share of Avanos common stock (other than specified exclusions and appraisal-rights shares) will be cancelled and converted into the right to receive $25.00 per share in cash. The Avanos Board unanimously approved the Merger Agreement and recommended that stockholders vote to approve the transaction. The company filed the agreement as Exhibit 2.1 and issued a press release on April 14, 2026.

Key Details

• Cash consideration: $25.00 per outstanding share of Avanos common stock (paid at the Effective Time).
• Treatment of equity awards: time‑based RSUs paid cash equal to $25 × vested-equivalent shares; performance RSUs paid based on actual/target performance rules in the agreement; stock options cashed out for the excess of $25 minus the exercise price per share × shares (options with exercise price above $25 are cancelled with no payment).
• Approvals, conditions & timing: requires majority stockholder approval, expiration/clearance under Hart‑Scott‑Rodino and other regulatory approvals, customary closing conditions and no Material Adverse Effect; outside date for closing is January 13, 2027.
• Financing and breakup terms: Merger is not conditioned on financing; Parent has an Equity Commitment Letter from American Industrial Partners Capital Fund VIII, L.P.; if Avanos terminates the agreement to accept a Superior Proposal in certain circumstances, Avanos must pay Parent a $37,500,000 termination fee. Upon closing, Avanos common stock would be delisted from the NYSE and deregistered under the Exchange Act.

Why It Matters If completed, the deal would convert public Avanos shares into a fixed cash payment of $25.00 per share and take the company private, so current shareholders would no longer own publicly traded Avanos stock. Equity award holders will receive cash according to the agreement’s formulas or may lose value if their option exercise price exceeds $25. Completion depends on shareholder approval and regulatory clearances; until those conditions are met the transaction is not guaranteed. Investors should note the termination fee, appraisal-rights carve-out under Delaware law, and that the Board has the ability to consider Superior Proposals subject to matching rights.