Galovan Scott Michael 4
4 · AVANOS MEDICAL, INC. · Filed Jul 28, 2026
Research Summary
AI-generated summary of this filing
Avanos (AVNS) CFO Scott Galovan Sells Shares in $25/Share Merger
What Happened
- Scott Michael Galovan, the Chief Financial Officer of Avanos Medical (AVNS), had multiple equity awards and shares converted into cash as part of Avanos’s merger effective July 27, 2026. Under the Merger Agreement each outstanding share and certain equity awards were converted into the right to receive $25.00 per share in cash.
- The Form 4 shows two reported cash dispositions at $25.00: 135,596 shares for $3,389,900 and 96,121 shares for $2,403,025 (total disclosed cash = $5,792,925). In addition, 69,630 and 21,038 units of derivative awards were disposed/converted with cash amounts shown as N/A on the form (these represent converted/canceled restricted stock units / options per the merger footnotes).
Key Details
- Transaction date: July 27, 2026 (Merger Effective Time); filing date: July 28, 2026 (timely).
- Reported cash proceeds: $3,389,900 (135,596 @ $25) + $2,403,025 (96,121 @ $25) = $5,792,925. Two other derivative disposals (69,630 and 21,038 units) are listed with amount N/A.
- The Form shows an "A" (award/acquisition) for 96,121 shares at $0.00 immediately prior to conversion — these are restricted stock units (TRSUs/PRSUs) that were canceled and converted into cash per the Merger Agreement (see footnotes).
- Footnotes: merger consideration was $25.00/share (F1); TRSUs and PRSUs were canceled and converted into cash at the merger (F2–F5); certain stock options were canceled and converted into cash based on (Merger Consideration − exercise price) where applicable (F6–F8). Some converted awards/option cash amounts are not reported on the form (N/A).
- Shares owned after the transactions are not specified on the provided Form 4.
Context
- These transactions are merger-related conversions rather than open-market sales or voluntary trades. Dispositions "to the issuer" reflect Avanos equity and awards being cashed out per the merger, not routine insider selling.
- Where amounts are N/A on the form, the cash payout depends on award type and exercise prices (per footnotes). No inference about forward insider sentiment should be made — these are contractual merger payouts.
Insider Transaction Report
Form 4Exit
Galovan Scott Michael
SVP, Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-07-27$25.00/sh−135,596$3,389,900→ 0 total - Award
Common Stock
[F3][F4][F5]2026-07-27+96,121→ 96,121 total - Disposition to Issuer
Common Stock
[F3][F4][F5]2026-07-27$25.00/sh−96,121$2,403,025→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
[F7][F6]2026-07-27−69,630→ 0 totalExercise: $13.69Exp: 2036-03-13→ Common Stock (69,630 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F7][F8]2026-07-27−21,038→ 0 totalExercise: $15.24Exp: 2035-03-07→ Common Stock (21,038 underlying)
Footnotes (8)
- [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 86,918 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 127,534.
- [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.
- [F8]These options were originally scheduled to vest 30% on March 7, 2026, 30% on March 7, 2027 and 40% on March 7, 2028.
Signature
/s/ John S. Fischer, as attorney-in-fact for Scott M. Galovan|2026-07-28