Avanos Medical Director Gary Blackford Receives Merger Consideration Following Company Acquisition

Completion of Avanos Medical Merger Transaction

Avanos Medical, Inc. completed its merger transaction on July 27, 2026, marking the conclusion of a transaction initially documented through an April 13, 2026 merger agreement. The disclosure filing indicates that the merger involved A-AV Holdco I, Inc., a Delaware corporation, and its wholly-owned subsidiary A-AV MergerSub, Inc., acting as the acquiring parent entity. All shares of Avanos Medical common stock outstanding immediately prior to the merger's effective date were converted into cash consideration, with shareholders receiving $25.00 per share without interest. The transaction was structured to provide uniform merger consideration across all equity holders.

The filing demonstrates the orderly execution of the merger agreement's terms, with the effective time occurring on July 27, 2026. All securities conversions and cash settlement obligations were processed simultaneously upon the merger's effective date, establishing a clean transition to post-acquisition status for the company and its shareholders. The disclosure suggests that the merger-related transactions proceeded in accordance with the terms and conditions specified in the underlying merger agreement.

Director Gary Blackford's Equity Conversion and Cash Receipt

Gary Blackford, identified in the filing as a Director of Avanos Medical, received merger consideration across multiple equity positions held at the time of the transaction. The filing discloses that Blackford held 40,000 shares of common stock indirectly through trusts established for the benefit of certain immediate family members, with respect to which Blackford serves as co-trustee. These shares were converted into the right to receive $1,000,000 in cash at the $25.00-per-share merger consideration rate. Additionally, Blackford held 79,590 shares of common stock directly, which converted into $1,989,750 in cash consideration at the same per-share rate.

Beyond standard common stock holdings, Blackford also held restricted share units that underwent conversion pursuant to the merger agreement. The filing indicates that 12,003 restricted share units were issued to Blackford on May 8, 2026, with each unit representing a contingent right to receive cash equal to the value of one share of Avanos Medical common stock. Upon the merger's effective time, these restricted share units were canceled and converted into cash payment obligations calculated by multiplying the $25.00 merger consideration by the number of shares underlying the restricted share unit award, less applicable tax withholdings. The total merger consideration across all three equity positions represents the financial outcome of Blackford's beneficial ownership stake in the company at the time of acquisition.

Treatment of Restricted Share Units Under Merger Terms

The restricted share units held by Director Blackford received specific treatment under the merger agreement's provisions. These units, which were granted on May 8, 2026—approximately two and one-half months before the merger's effective date—were not permitted to remain outstanding following the acquisition. Instead, the merger agreement explicitly provided for the cancellation of all cash-settled restricted share units immediately prior to the merger's effective time. This treatment ensured that no equity-based compensation instruments remained outstanding post-acquisition and that all compensation obligations were settled through cash payments to affected employees and directors.

The filing specifies that the restricted share units were converted into cash payment rights determined by a formula: the merger consideration of $25.00 per share multiplied by the total number of shares underlying each restricted share unit award. The calculation was then reduced by applicable tax withholdings, consistent with standard treatment of equity award conversions in merger transactions. This mechanism ensured that Blackford and other holders of restricted share units received economic value equivalent to their unvested equity stakes, while simultaneously eliminating all equity-based contingent obligations from the post-acquisition corporate structure.

Trust Holdings and Beneficial Ownership Disclaimers

The filing indicates that a portion of Blackford's Avanos Medical shareholdings—specifically the 40,000 shares converted at the merger—were held indirectly through trusts established for the benefit of certain immediate family members. Blackford is identified as a co-trustee of these trusts, a role that created an indirect beneficial ownership position in the company's common stock. The disclosure notes that Blackford disclaims beneficial ownership of the shares held in these trusts except to the extent of his pecuniary interest, acknowledging the fiduciary nature of the trustee relationship and the separation between legal trust ownership and personal economic benefit.

This trust structure disclosure reflects standard regulatory requirements for reporting persons who hold securities through fiduciary arrangements. The filing clarifies that the reporting of trust-held securities does not constitute an admission that Blackford is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act or any other regulatory purpose. The distinction between direct ownership and indirect trust holdings is material for understanding the true nature of Blackford's economic interest in the acquired securities and ensuring accurate regulatory classification of beneficial ownership positions.

Merger Agreement Framework and Stock Conversion Terms

The underlying merger agreement, dated April 13, 2026, established the legal framework governing the transaction between Avanos Medical and the A-AV acquisition entities. The agreement specified that each outstanding share of Avanos Medical common stock, with a par value of $0.01 per share, would be converted into and exchanged for $25.00 in cash upon the merger's effective time. This per-share price represented the uniform merger consideration payable to all shareholders, with cash payments to be made in accordance with the merger agreement's terms and conditions. The filing suggests that the $25.00 per-share price was the negotiated valuation outcome of the acquisition process.

The merger agreement was structured to permit certain amendments, supplements, waivers, and modifications in accordance with its own terms, indicating a degree of flexibility in execution while maintaining core transaction parameters. The document's role as the controlling legal instrument for all merger-related conversions—including common stock, restricted share units, and other derivative securities—underscores its importance for understanding the economic outcomes available to all equity holders. The filing demonstrates that the transaction was executed in full accordance with the agreement's specified terms, with all conversions occurring simultaneously on July 27, 2026.

Filing Details and Regulatory Classification

The disclosure document filed on July 28, 2026—one day after the merger's effective date—identifies Gary Blackford as the reporting person and notes his status as a Director of Avanos Medical at the time of the filing. The document is structured as a report of changes in beneficial ownership, documenting the conversion of Blackford's equity positions into cash rights upon the merger's completion. The filing was prepared with John Fischer serving as attorney-in-fact for Blackford, indicating professional legal representation in the preparation and submission of the regulatory disclosure. The signature date of July 28, 2026 reflects the standard timeline for submitting beneficial ownership reports following significant corporate transactions.

The regulatory nature of the filing underscores the public company disclosure obligations triggered by the merger transaction and the resulting changes in executives' and directors' equity holdings. The document serves as a contemporaneous record of how a director's beneficial ownership positions were affected by the acquisition, providing investors and regulatory authorities with transparent documentation of the financial outcomes realized by company insiders at the time of the transaction's completion.

Cash Settlement and Post-Merger Equity Status

Following the July 27, 2026 merger completion, all outstanding equity securities of Avanos Medical were eliminated in exchange for cash settlement obligations. The company disclosed no retained equity positions or contingent payment rights extending beyond the immediate post-merger period. All common shares were converted to cash at the $25.00-per-share rate, and all restricted share units underwent similar cash settlement. This complete equity conversion resulted in the absence of any outstanding equity securities post-acquisition, consistent with a take-private or full cash-out transaction structure where the acquiring entity assumed full ownership of all company assets and operations.

The finality of the equity conversion on July 27, 2026 established a clear demarcation point between pre-acquisition and post-acquisition periods. All shareholders and equity holders, including Director Blackford, transitioned from holding equity interests in Avanos Medical to holding contractual cash payment rights against the acquiring entity or its parent company. The filing provides no indication of any equity rollovers, retention incentives, or continued equity ownership by pre-acquisition shareholders in the post-transaction structure.

Regulatory Filing Execution and Compliance

The Form 4 filing was executed with appropriate legal representation and signed by attorney John Fischer as attorney-in-fact on behalf of Gary Blackford. This delegation of signing authority to legal counsel represents standard practice for filing beneficial ownership reports in connection with corporate transactions. The document's structure complies with SEC requirements for reporting changes in beneficial ownership, with clear delineation between non-derivative securities (common stock) and derivative securities (restricted share units). All required fields were completed, including transaction codes, pricing information, and detailed explanations of the transactions and their treatment under the merger agreement.

The filing includes explanatory notes clarifying the treatment of each security type under the merger agreement, the nature of the trust holdings, and the conversion mechanism applied to restricted share units. These explanations ensure that investors and regulators can fully understand the economic substance of the transactions reported and the rationale for the specific treatment accorded to each equity position. The filing's comprehensive approach to disclosure reflects the complexity of the merger transaction and the need for clear documentation of how various equity instruments were converted and settled.