Avanos Director Gary Blackford Sells Shares in Merger

What Happened

• Gary Blackford, a director of Avanos Medical, disposed of a total of 131,593 shares in connection with the July 27, 2026 merger. Transactions consisted of 40,000 shares ($1,000,000), 79,590 shares ($1,989,750), and 12,003 shares ($300,075), all at $25.00 per share, for total proceeds of $3,289,825. These were dispositions to the issuer pursuant to the Merger Agreement converting outstanding common stock and certain awards into cash.

Key Details

• Transaction date: July 27, 2026; filing date: July 28, 2026 (timely).
• Price: $25.00 per share; Total cash received: $3,289,825.
• Shares involved: 40,000; 79,590; and 12,003 (the 12,003 were cash-settled restricted share units).
• Shares owned after transaction: Not disclosed in this filing.
• Footnotes of note:
  • F1: All common shares outstanding were converted into the right to receive $25.00 per share under the Merger Agreement.
  • F3/F4: 12,003 represented restricted share units issued May 8, 2026; those cash‑settled RSUs were canceled immediately prior to the merger and converted into the cash payment described above.
  • F2: Some reported shares are held in trusts for immediate family members where Blackford is co‑trustee; he disclaims beneficial ownership except for any pecuniary interest.

Context

• These dispositions were part of the deal consideration in a merger (shares and certain awards converted into cash), not open-market selling. Such merger‑related conversions are routine and reflect contract terms rather than a trading decision by the insider.
• Derivative/award treatment: cash‑settled RSUs were canceled and paid out in cash per the Merger Agreement (not an exercise or open‑market sale).