Galovan Scott Michael 4

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.