Form 8-K

8-K — AVANOS MEDICAL, INC.

Accession: 0001606498-26-000096

Filed: 2026-07-22

Period: 2026-07-22

CIK: 0001606498

SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — avns-20260722.htm (Primary)

EX-99.1 (avnsform8k_07222026xex991.htm)

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8-K

8-K (Primary)

Filename: avns-20260722.htm · Sequence: 1

avns-20260722

0001606498falseJuly 22, 202600016064982026-07-222026-07-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: July 22, 2026

(Date of earliest event reported)

AVANOS MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36440 46-4987888

(State or other jurisdiction of incorporation) (Commission file number) (I.R.S. Employer Identification No.)

5405 Windward Parkway

Suite 100 South

Alpharetta, Georgia 30004

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (844) 428-2667

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of exchange on which registered

Common Stock - $0.01 Par Value AVNS New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On July 22, 2026, Avanos Medical, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to vote on the proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 10, 2026, as supplemented on July 14, 2026 (“the Proxy Statement”).

As of the close of business on June 18, 2026, the record date for the Special Meeting (the “Record Date”), there were 46,847,816 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 35,207,549 shares of Common Stock, representing approximately 75.15% of the outstanding shares of Common Stock, were present in person or represented by proxy, constituting a quorum to conduct business.

At the Special Meeting, the Company’s stockholders voted on the following matters:

1.A proposal to approve and adopt 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 Company, A-AV Holdco I, Inc., a Delaware corporation (“Parent”), and A-AV MergerSub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), pursuant to which, among other things, Merger Subsidiary will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”), and approve the consummation of the transactions contemplated by the Merger Agreement, including the Merger (“Proposal No. 1”);

2.A proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger (“Proposal No. 2”); and

3.A proposal to approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes cast at the Special Meeting to approve Proposal No. 1 (“Proposal No. 3”).

The final voting results for each proposal are described below. Proposal No. 3 was not submitted to the Company’s stockholders for approval at the Special Meeting because there were sufficient votes to approve Proposal No. 1. For more information on each of these proposals, see the Proxy Statement.

Proposal No. 1. The Company’s stockholders approved Proposal No. 1. The votes cast on Proposal No. 1 were as follows:

For Against Abstain Broker Non-Votes

35,119,793 32,508 55,248 N/A

Proposal No. 2. The Company’s stockholders approved Proposal No. 2. The votes cast on Proposal No. 2 were as follows:

For Against Abstain Broker Non-Votes

30,620,395 4,220,505 366,649 N/A

Item 7.01 Regulation FD Disclosure

On July 22, 2026, the Company issued a press release announcing the approval and adoption of the Merger Agreement, and the approval of the transactions contemplated thereby, by the Company’s stockholders at the Special Meeting. A copy of the press release is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits.

Exhibit No. Description

99.1

Press Release Issued by Avanos Medical, Inc. on July 22, 2026

104 Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AVANOS MEDICAL, INC.

Date: July 22, 2026 By: /s/ John S. Fischer

John S. Fischer

Vice President, Head of Legal and Secretary

EX-99.1

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Document

Exhibit 99.1

Avanos Medical, Inc. Stockholders Approve Acquisition by American Industrial Partners

ALPHARETTA, GA – July 22, 2026 – Avanos Medical, Inc. (NYSE: AVNS) (“Avanos” or the “Company”), a leading medical technology company, today announced that its stockholders have voted to approve the pending acquisition of Avanos by affiliates of investment funds advised by American Industrial Partners (“AIP”) at a special meeting of stockholders (the “Special Meeting”) held earlier today.

Based on preliminary voting results, approximately 99.75% of shares voted at the Special Meeting were voted in favor of the transaction, which represented approximately 74.96% of the total outstanding shares of Avanos common stock as of June 18, 2026, the record date for the Special Meeting.

“We are pleased with the outcome of the Special Meeting and thank our stockholders for their strong support,” said Gary D. Blackford, Avanos’ Board chair. “By partnering with AIP, we expect to build on our positive momentum with enhanced flexibility and resources, enabling Avanos to better address today’s most pressing healthcare needs. We look forward to closing the transaction as Avanos enters the next chapter in its history.”

As previously announced, pursuant to the terms of the merger agreement, Avanos stockholders will have the right to receive $25.00 per share in cash at the effective time of the acquisition for each share of Avanos common stock they own. All required regulatory approvals under the merger agreement have been received. The transaction is expected to close no later than July 27, 2026, subject to the satisfaction or waiver of customary closing conditions.

The final voting results of the Special Meeting will be set forth in a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission.

About Avanos Medical, Inc.

Avanos Medical, Inc. is a medical technology company focused on delivering clinically superior medical device solutions that will help patients get back to what matters. Headquartered in Alpharetta, Georgia, we are committed to addressing some of today's most important healthcare needs, including providing a vital lifeline for nutrition to patients from hospital to home, and reducing the use of opioids while helping patients move from surgery to recovery. Avanos develops, manufactures and markets its recognized brands globally and holds leading market positions in multiple categories across its portfolio. For more information, visit avanos.com and follow Avanos Medical on X (@AvanosMedical), LinkedIn and Facebook.

Forward-Looking Statements

This press release contains information that includes or is based on “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “expect,” “may,” or “will,” and similar expressions. These forward-looking statements include statements about the expected timing of the closing of the merger and other matters. These statements are subject to risks and uncertainties that could cause actual results to differ materially from expectations, including the risk that the merger may not be completed on the anticipated timeline or at all. Avanos undertakes no obligation to update or revise any forward-looking statements.

Contacts

Investor Relations Contact:

Scott Galovan, Avanos Medical, Inc., Investor.Relations@Avanos.com

Media Contacts:

Katrine Kubis, Avanos Medical, Inc., CorporateCommunications@Avanos.com

Andy Brimmer / Joseph Sala / Catherine Simon

Joele Frank, Wilkinson Brimmer Katcher

Avanos-JF@joelefrank.com

Exhibit 99.1

212-355-4449

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