Pacitti David 4
4 · AVANOS MEDICAL, INC. · Filed Jul 28, 2026
Research Summary
AI-generated summary of this filing
Avanos (AVNS) CEO David Pacitti Receives Cash for Shares in Merger
What Happened
- David Pacitti, CEO of Avanos Medical (AVNS), had company stock and equity awards converted into cash as part of the July 27, 2026 merger that paid $25.00 per share. The Form 4 reports dispositions to the issuer totaling 766,924 common-stock equivalents converted at $25/share (322,194 shares for $8,054,850 and 444,730 shares for $11,118,250) plus an additional 239,354 derivative units reported as disposed (listed N/A). An acquisition entry for 444,730 shares at $0.00 reflects the deemed conversion of restricted awards into the right to receive cash under the merger terms. Aggregate cash received shown on the filing (from the two $25/share lines) is $19,173,100 (before any applicable tax withholdings).
Key Details
- Transaction date: July 27, 2026 (Effective Time of the Merger).
- Prices/values: Common-stock conversions paid at $25.00 per share; reported cash from two disposition lines = $8,054,850 and $11,118,250.
- Derivative/awards: Time-based RSUs and performance RSUs were canceled and converted into the right to receive cash at $25/share (footnotes describe conversion rules; PRSUs converted at target with potential true-up; some amounts reported subject to tax withholding).
- Options: Footnotes note that stock options were canceled and converted to cash where in-the-money, or canceled for no consideration if exercise price exceeded $25 (per Merger Agreement).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Filing timeliness: Form 4 was filed July 28, 2026 for transactions on July 27, 2026 (filed the next day; not indicated as late in the provided data).
Context
- These were not open-market sales but merger cash-outs: each outstanding share and eligible equity award was converted to the fixed Merger Consideration of $25/share per the Merger Agreement. That makes this activity a routine corporate-transaction conversion rather than a discretionary insider sale or purchase signaling sentiment.
- For PRSUs: the filing notes conversion at target performance for FY2026 with a possible true-up if actual results exceed target; maximum potential PRSU payout noted in the footnotes is larger (up to 754,331 in the aggregate for the reporting person). Tax withholdings reduce net cash paid.
Insider Transaction Report
Form 4Exit
Pacitti David
Chief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-07-27$25.00/sh−322,194$8,054,850→ 0 total - Award
Common Stock
[F3][F4][F5]2026-07-27+444,730→ 444,730 total - Disposition to Issuer
Common Stock
[F3][F4][F5]2026-07-27$25.00/sh−444,730$11,118,250→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
[F7][F6]2026-07-27−239,354→ 0 totalExercise: $13.69Exp: 2036-03-13→ Common Stock (239,354 underlying)
Footnotes (7)
- [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 270,774 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 754,331.
- [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.
Signature
/s/ John Fischer, as attorney-in-fact for David Pacitti|2026-07-28