Form 8-K

8-K — AVANOS MEDICAL, INC.

Accession: 0001606498-26-000061

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0001606498

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — avns-20260505.htm (Primary)

EX-99.1 (avns1q2026form8kex991.htm)

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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 (Date of earliest event reported): May 5, 2026

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 2.02 Results of Operations and Financial Condition

On May 5, 2026, Avanos Medical, Inc. issued a press release announcing its results of operations for the three months ended March 31, 2026. A copy of the press release is furnished herewith as Exhibit 99.1.

The information contained in Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the 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 2.02 of this Current Report or 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 May 5, 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: May 5, 2026 By: /s/ John J. Hurley

John J. Hurley

Controller

(Principal Accounting Officer)

EX-99.1

Filename: avns1q2026form8kex991.htm · Sequence: 2

Document

Investor Contact: Scott Galovan

Avanos Medical, Inc.

Investor.Relations@Avanos.com

Media Contact: Katrine Kubis

Avanos Medical, Inc.

CorporateCommunications@Avanos.com

Avanos Medical, Inc. Announces First Quarter 2026 Results

•Delivered double-digit organic growth led by Specialty Nutrition Systems segment

•Generated $0.11 of diluted earnings per share and $0.22 of adjusted diluted earnings per share

•On April 14, 2026, announced the execution of a definitive agreement to be acquired by certain affiliates of American Industrial Partners (“AIP”) in an all-cash offer at an enterprise value of $1.272 billion

ALPHARETTA, Ga., May 5, 2026/PRNewswire/ -- Avanos Medical, Inc. (NYSE: AVNS) today reported first quarter 2026 financial results.

“Building off our strong 2025 results, we delivered solid first quarter performance led by double-digit organic revenue growth in our Specialty Nutrition Systems segment,” said David Pacitti, Avanos’ chief executive officer. Pacitti continued, “Our overall execution this quarter was positive, and I’m very pleased with the steady progress we’re making against each of our strategic imperatives.”

First Quarter 2026 Highlights

•Total net sales were $182.2 million, an 8.8% increase from the comparable prior year period.

•Net income was $5.1 million, compared to $6.6 million a year ago.

•Adjusted net income was $10.6 million, compared to $12.0 million a year ago.

•Diluted earnings per share was $0.11, compared to $0.14 a year ago.

•Adjusted diluted earnings per share was $0.22, compared to $0.26 a year ago.

•Adjusted EBITDA was $21.8 million, compared to $21.6 million a year ago.

Specialty Nutrition Systems Segment

•The Specialty Nutrition Systems (“SNS”) segment delivered above-market results in the first quarter of 2026, achieving net sales of $124.0 million, an increase of $22.9 million compared to the prior year period.

•Operating income in the SNS segment for the three months ended March 31, 2026 was $23.1 million, or 18.6% of SNS net sales, an increase of $2.0 million compared to the prior year period.

Pain Management & Recovery Segment

•Pain Management and Recovery (“PM&R”) segment net sales for the first quarter of 2026 were $56.3 million. Overall PM&R net sales growth was relatively flat compared to the prior year period.

•Operating loss in the PM&R segment for the first quarter of 2026 was $1.8 million compared to operating income of $0.2 million last year.

Cash Flow and Balance Sheet

Cash used in operations for the three months ended March 31, 2026 was $12.3 million, compared to cash flow from operations of $25.7 million a year ago. For the three months ended March 31, 2026, free cash flow was an outflow of $16.6 million, compared to an inflow of $19.0 million in the prior year.

As of March 31, 2026, the Company’s cash balance was $65.6 million compared to $97.0 million a year ago and $89.8 million as of December 31, 2025. Total debt at the end of the first quarter totaled $98.2 million, consisting of borrowings on the Company’s term loan facility.

Non-GAAP Financial Measures

This press release and the accompanying tables include the following financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S., or GAAP, and are therefore referred to as non-GAAP financial measures:

•Adjusted gross and operating income;

•Adjusted income before taxes;

•Adjusted effective tax rate;

•Adjusted net income;

•Adjusted diluted earnings per share;

•Adjusted selling, general and administrative expenses;

•Adjusted EBITDA; and

•Free cash flow.

These non-GAAP financial measures exclude the following items, as applicable, for the relevant time periods as indicated in the accompanying non-GAAP reconciliations to the comparable GAAP financial measures:

•Certain acquisition and integration charges related to acquisitions;

•Expenses associated with restructuring and transformation activities, including the divestiture of the Company’s respiratory health business;

•Expenses or recoveries associated with certain litigation matters;

•The amortization of intangible assets associated with business acquisitions;

•The tax effects of certain adjusting items; and

•The positive or negative effect of changes in currency exchange rates during the year.

The Company provides these non-GAAP financial measures as supplemental information to its GAAP financial measures. Management and the Company’s board of directors use net sales on a constant currency basis, adjusted net income, adjusted diluted earnings per share, adjusted operating income, adjusted EBITDA, and free cash flow to: (a) evaluate the Company’s historical and prospective financial performance and its performance relative to its competitors, (b) allocate resources, and (c) measure the operational performance of the Company’s business units and their managers. Management also believes that the use of an adjusted effective tax rate provides improved insight into the tax effects of the Company’s ongoing business operations.

Additionally, the Compensation Committee of the Company’s board of directors will use certain of the non-GAAP financial measures when setting and assessing achievement of incentive compensation goals. These goals are based, in part, on the Company’s net sales on a constant currency basis and adjusted EBITDA, which will be determined by excluding certain items that are used in calculating these non-GAAP financial measures.

Our competitors may define these non-GAAP financial measures differently, and as a result, our measure of these non-GAAP financial measures may not be directly comparable to those of other companies. Items excluded from these non-GAAP financial measures are significant components in understanding and assessing financial performance. These non-GAAP financial measures are supplemental measures of operating performance that do not represent, and should not be considered in isolation or as an alternative to, or substitute for, the financial statement data presented in the Company’s consolidated financial statements as indicators of financial performance. These non-GAAP financial measures have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of the Company’s results as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP financial measures as supplemental information.

Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the attached financial tables.

About Avanos Medical, Inc.

Avanos Medical (NYSE: AVNS) is a medical technology company focused on delivering clinically superior solutions that will help patients get back to the things that matter. Headquartered in Alpharetta, Georgia, Avanos is 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 www.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 “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan” or “continue” and similar expressions. Forward-looking statements are based on the current plans and expectations of management and are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in such statements. Such factors include, but are not limited to: weakening of economic conditions that could adversely affect the level of demand for our products; pricing pressures generally, including cost-containment measures that could adversely affect the price of or demand for our products; our inability to complete our pending merger with certain affiliates of American Industrial Partners on the anticipated terms or timeline, or at all; potential adverse effects on our business and operations due to the pendency of the merger; shortage in drugs used in our Surgical Pain and Recovery products or other disruptions in our supply chain; the ongoing regional conflicts between Russia and Ukraine and in the Middle East; our ability to successfully execute on or achieve the expected benefits of our transformation initiative or our divestiture, acquisition or merger transactions; inflationary pressures; the expected impact of tariffs and our ability to mitigate tariffs; financial conditions affecting the banking system and the potential threats to the solvency of commercial banks; changes in foreign exchange markets; legislative and regulatory actions; unanticipated issues arising in connection with clinical studies and otherwise that affect U.S. Food and Drug Administration approval of new products; changes in reimbursement levels from third-party payors; a significant increase in product liability claims; the impact of investigative and legal proceedings and compliance risks; the impact of the federal legislation to reform the United States healthcare system; changes in financial markets; and changes in the competitive environment. The information contained herein speaks only as of the date of this release and we undertake no obligation to update forward-looking statements, except as may be required by the securities laws.

Additional information concerning these and other factors that may impact future results is contained in our filings with the U.S. Securities and Exchange Commission, including our most recent Form 10-Q.

AVANOS MEDICAL, INC.

CONDENSED CONSOLIDATED INCOME STATEMENTS

(unaudited)

(in millions, except per share amounts)

Three Months Ended March 31,

2026 2025

Net Sales $ 182.2 $ 167.5

Cost of products sold 88.0 77.7

Gross Profit 94.2 89.8

Research and development expenses 5.2 5.4

Selling and general expenses 77.7 75.7

Other expense (income), net 2.4 (1.6)

Operating Income 8.9 10.3

Interest income 0.2 1.5

Interest expense (1.5) (2.1)

Income before income taxes 7.6 9.7

Income tax provision (2.5) (3.1)

Net Income $ 5.1 $ 6.6

Interest expense, net $ 1.3 $ 0.6

Income tax provision 2.5 3.1

Depreciation and amortization 10.2 9.6

EBITDA $ 19.1 $ 19.9

Earnings Per Share

Basic $ 0.11 $ 0.14

Diluted 0.11 0.14

Common Shares Outstanding

Basic 46.5 46.1

Diluted 47.5 46.7

AVANOS MEDICAL, INC.

NON-GAAP RECONCILIATIONS

(unaudited)

(in millions, except per share amounts)

Three Months Ended March 31, 2026

As reported Acquisition and Integration Post-RH Divestiture

Restructuring Intangibles Amortization Tax effects As Adjusted Non-GAAP

Net Sales $ 182.2 $ — $ — $ — $ — $ 182.2

Cost of products sold 88.0 — (1.5) (1.6) — 84.9

Gross Profit 94.2 — 1.5 1.6 — 97.3

Gross Profit Margin 51.7 % 53.4 %

Research and development expenses 5.2 — — — — 5.2

Selling and general expenses 77.7 (0.4) (0.3) (3.0) — 74.0

SG&A as a percentage of Net Sales 42.6 % 40.6 %

Other expense, net 2.4 (0.5) — — — 1.9

Operating Income 8.9 0.9 1.8 4.6 — 16.2

Interest income 0.2 — — — — 0.2

Interest expense (1.5) — — — — (1.5)

Income before income taxes 7.6 0.9 1.8 4.6 — 14.9

Income tax provision (2.5) — — — (1.8) (4.3)

Effective tax rate 32.9 % 28.9 %

Net Income $ 5.1 $ 0.9 $ 1.8 $ 4.6 $ (1.8) $ 10.6

Diluted Earnings Per Share $ 0.11 $ 0.22

AVANOS MEDICAL, INC.

NON-GAAP RECONCILIATIONS

(unaudited)

(in millions, except per share amounts)

Three Months Ended March 31, 2025

As reported Acquisition and Integration Post-RH Divestiture

Restructuring Litigation and Legal Intangibles Amortization Tax effects As Adjusted Non-GAAP

Net Sales $ 167.5 $ — $ — $ — $ — $ — $ 167.5

Cost of products sold 77.7 — (2.3) — (2.9) — 72.5

Gross Profit 89.8 — 2.3 — 2.9 — 95.0

Gross Profit Margin 53.6 % 56.7 %

Research and development expenses 5.4 — — — — — 5.4

Selling and general expenses 75.7 — (0.8) — (2.2) — 72.7

SG&A as a percentage of Net Sales 45.2 % 43.4 %

Other income, net (1.6) — — 1.4 — — (0.2)

Operating Income 10.3 — 3.1 (1.4) 5.1 — 17.1

Interest income 1.5 — — — — — 1.5

Interest expense (2.1) — — — — — (2.1)

Income before income taxes 9.7 — 3.1 (1.4) 5.1 — 16.5

Income tax provision (3.1) — — — — (1.4) (4.5)

Effective tax rate 32.0 % 27.3 %

Net Income $ 6.6 $ — $ 3.1 $ (1.4) $ 5.1 $ (1.4) $ 12.0

Diluted Earnings Per Share $ 0.14 $ 0.26

AVANOS MEDICAL, INC.

NON-GAAP RECONCILIATIONS

(unaudited)

(in millions)

EBITDA

Three Months Ended March 31,

2026 2025

Net income $ 5.1 $ 6.6

Interest expense, net 1.3 0.6

Income tax provision 2.5 3.1

Depreciation 5.6 4.5

Amortization 4.6 5.1

EBITDA 19.1 19.9

Acquisition and integration-related charges 0.9 —

Post-RH Divestiture restructuring 1.8 3.1

Litigation and legal — (1.4)

Adjusted EBITDA $ 21.8 $ 21.6

AVANOS MEDICAL, INC.

NON-GAAP RECONCILIATIONS

(unaudited)

(in millions except per share amounts)

Free Cash Flow

Three Months Ended March 31,

2026 2025

Cash (used in) provided by operating activities $ (12.3) $ 25.7

Capital expenditures (4.3) (6.7)

Free Cash Flow $ (16.6) $ 19.0

AVANOS MEDICAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in millions)

March 31,

2026 December 31,

2025

ASSETS

Current Assets

Cash and cash equivalents $ 65.6 $ 89.8

Accounts receivable, net 103.0 103.8

Inventories 141.3 148.0

Prepaid and other current assets 15.1 13.8

Total Current Assets 325.0 355.4

Property, Plant and Equipment, net 111.2 113.4

Operating Lease Right-of-Use Assets 39.3 27.6

Goodwill 394.0 394.9

Other Intangible Assets, net 114.7 117.8

Deferred Tax Assets 33.0 33.1

Other Assets 32.9 31.5

TOTAL ASSETS $ 1,050.1 $ 1,073.7

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Current portion of long-term debt $ 10.9 $ 10.2

Current portion of operating lease liabilities 10.4 8.2

Trade accounts payable 52.3 55.5

Accrued expenses 57.6 91.3

Total Current Liabilities 131.2 165.2

Long-Term Debt 87.3 90.3

Operating Lease Liabilities 29.8 20.4

Deferred Tax Liabilities 5.6 6.1

Other Long-Term Liabilities 14.1 13.5

TOTAL LIABILITIES 268.0 295.5

Stockholders’ Equity 782.1 778.2

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,050.1 $ 1,073.7

AVANOS MEDICAL, INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

(unaudited)

(in millions)

Three Months Ended March 31,

2026 2025

Operating Activities

Net income $ 5.1 $ 6.6

Depreciation and amortization 10.2 9.6

Loss on asset dispositions 0.1 0.2

Changes in operating assets and liabilities, net of acquisition (32.4) 5.4

Deferred income taxes and other 4.7 3.9

Cash (Used in) Provided by Operating Activities (12.3) 25.7

Investing Activities

Capital expenditures (4.3) (6.7)

Investment in non-affiliates (3.4) (2.4)

Cash Used in Investing Activities (7.7) (9.1)

Financing Activities

Secured debt repayments (2.3) (2.3)

Revolving credit facility repayments — (25.0)

Purchases of treasury stock (1.3) (2.2)

Proceeds from the exercise of stock options 0.4 0.4

Cash Used in Financing Activities (3.2) (29.1)

Effect of Exchange Rate Changes on Cash and Cash Equivalents (1.0) 1.8

Decrease in Cash and Cash Equivalents (24.2) (10.7)

Cash and Cash Equivalents - Beginning of Period 89.8 107.7

Cash and Cash Equivalents - End of Period $ 65.6 $ 97.0

AVANOS MEDICAL, INC.

SELECTED BUSINESS SEGMENT DATA

(unaudited)

(in millions)

Three Months Ended March 31,

2026 2025 Change

Specialty Nutrition Systems:

Enteral feeding $ 84.6 $ 74.5 13.6 %

Neonate solutions 39.4 26.6 48.1 %

Total Specialty Nutrition Systems 124.0 101.1 22.7 %

Pain Management & Recovery:

Surgical pain and recovery 21.8 24.5 (11.0) %

Radiofrequency Ablation 34.5 31.7 8.8 %

Total Pain Management & Recovery 56.3 56.2 0.2 %

Corporate and Other 1.9 10.2 (81.4) %

Total Net Sales $ 182.2 $ 167.5 8.8 %

Operating Income (Loss)

Specialty Nutrition Systems $ 23.1 $ 21.1 9.5 %

Pain Management & Recovery (1.8) 0.2 N.M.

Corporate and Other (12.4) (11.0) N.M.

Total Operating Income $ 8.9 $ 10.3 N.M.

Net sales - percentage change (YTD) Total Volume Pricing/Mix Currency

Other(a)

Specialty Nutrition Systems 22.7 % 19.0 % 1.4 % 2.8 % (0.5) %

Pain Management & Recovery 0.2 % 3.2 % 0.1 % 1.0 % (4.1) %

Corporate and Other (81.4) % (81.4) % — % — % — %

______________________________

N.M.: Not Meaningful

(a)Other includes the effects of our withdrawal from certain revenue streams that did not meet our return criteria and rounding.

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dei_LocalPhoneNumber

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

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Namespace Prefix:

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Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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