Pacitti David 4

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.