{"filing":{"accession_number":"0001606498-26-000115","cik":"0001606498","ticker":"AVNS","company_name":"AVANOS MEDICAL, INC.","form":"8-K","filing_date":"2026-07-30","report_date":"2026-07-27","primary_document":"avns-20260727.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1606498/000160649826000115/avns-20260727.htm"},"events":[{"id":22663,"run_id":20502,"accession_number":"0001606498-26-000115","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"American Industrial Partners completed its acquisition of Avanos Medical for approximately $1.272 billion ($25.00 per share in cash), resulting in a change of control and the company becoming a private, wholly-owned subsidiary. Avanos ceased trading on the NYSE on July 27, 2026, and will deregister as a public company.","company_name":"AVANOS MEDICAL, INC.","ticker":"AVNS","filing_date":"2026-07-30","form":"8-K","submitted_at":null,"items":[{"id":22662,"accession_number":"0001606498-26-000115","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This 8-K Item 1.01 discloses entry into a material definitive agreement—specifically, a credit agreement entered into on the closing date of a merger transaction. The supplemental exhibit confirms the completion of American Industrial Partners' acquisition of Avanos Medical for approximately $1.272 billion ($25.00 per share), with the company transitioning from public to private status. The credit agreement ($675M initial term loans, $100M DDTL commitments, $100M revolving facility) is financing for the completed acquisition, making this a material M\u0026A activity disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22663,"accession_number":"0001606498-26-000115","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 1.02 discloses termination of the prior credit agreement \"concurrently with the closing of the Merger.\" The supplemental exhibit confirms completion of American Industrial Partners' acquisition of Avanos for $25.00 per share ($1.272 billion total), with the company becoming private and ceasing NYSE trading. This is a material change of control transaction, and Item 1.02 is being used here to disclose the ancillary debt repayment and credit facility termination that occurred as part of the merger closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22664,"accession_number":"0001606498-26-000115","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger in which American Industrial Partners acquired Avanos Medical for approximately $1.272 billion, with stockholders receiving $25.00 per share in cash. The filing details the effective time conversion of common stock, treatment of equity awards (TRSUs, PRSUs, and options), and notes that Avanos will cease trading on the NYSE and become a private company. This is a material change-of-control transaction that fundamentally alters the registrant's status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22665,"accession_number":"0001606498-26-000115","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of a material acquisition of Avanos Medical by American Industrial Partners affiliates in a transaction valued at approximately $1.272 billion, with stockholders receiving $25.00 per share in cash and the company becoming private. While Item 2.03 addresses creation of direct financial obligations, the core event is the closing of a change-of-control merger, which is the principal M\u0026A activity disclosed and incorporated by reference from Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22666,"accession_number":"0001606498-26-000115","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Item 3.01 discloses that Avanos Medical notified the NYSE of the completion of a merger and requested suspension of trading and delisting of its common stock. The company's shares, formerly trading under ticker \"AVNS\" on the NYSE, were suspended prior to opening on July 27, 2026, and the company intends to file Form 15 to deregister and suspend reporting obligations. This is a going-private transaction valued at approximately $1.272 billion where stockholders receive $25.00 per share in cash, resulting in the company ceasing to be a public company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22667,"accession_number":"0001606498-26-000115","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 3.03 discloses the completion of a material acquisition and change of control: American Industrial Partners' affiliates have acquired Avanos Medical in a transaction valued at approximately $1.272 billion, with stockholders receiving $25.00 per share in cash and the company ceasing to trade on the NYSE to become private. This is a fundamental change of control event that materially affects all security holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22668,"accession_number":"0001606498-26-000115","item_number":"5.01","item_title":"Changes in Control of Registrant","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 5.01 discloses completion of a merger in which American Industrial Partners acquired Avanos Medical for approximately $1.272 billion at $25.00 per share in cash, resulting in a change of control and Avanos becoming a wholly-owned subsidiary of the acquirer. The press release confirms the closing of this acquisition transaction, which is a material M\u0026A event requiring disclosure under Item 5.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22669,"accession_number":"0001606498-26-000115","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Although Item 5.02 discloses director and officer changes, the core material event is the completion of American Industrial Partners' acquisition of Avanos Medical for approximately $1.272 billion ($25.00 per share in cash), with the company transitioning to private status. The Item 5.02 content is explicitly incorporated by reference from Item 2.01 (the merger completion), making the M\u0026A activity the principal disclosed event. The director and officer changes are consequences of the merger's effective time, not standalone governance events.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22670,"accession_number":"0001606498-26-000115","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Although Item 5.03 formally addresses amendments to the Certificate of Incorporation and Bylaws, the substance disclosed is the completion of a material acquisition and change of control. The Item 5.03 text explicitly incorporates Item 2.01 by reference and describes how Avanos's governing documents were amended \"at the Effective Time\" of a \"Merger Agreement\" to reflect the Merger Subsidiary's structure. The supplemental press release confirms the closing of American Industrial Partners' acquisition of Avanos for $25.00 per share (approximately $1.272 billion), with the company becoming private and ceasing NYSE trading. This is a material M\u0026A completion event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22671,"accession_number":"0001606498-26-000115","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of a merger in which American Industrial Partners acquired Avanos Medical for approximately $1.272 billion at $25.00 per share in cash. The transaction results in Avanos ceasing to trade on the NYSE and becoming a private company. This is a material change of control and acquisition event that fundamentally alters the registrant's status and ownership structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":22662,"accession_number":"0001606498-26-000115","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This 8-K Item 1.01 discloses entry into a material definitive agreement—specifically, a credit agreement entered into on the closing date of a merger transaction. The supplemental exhibit confirms the completion of American Industrial Partners' acquisition of Avanos Medical for approximately $1.272 billion ($25.00 per share), with the company transitioning from public to private status. The credit agreement ($675M initial term loans, $100M DDTL commitments, $100M revolving facility) is financing for the completed acquisition, making this a material M\u0026A activity disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"AVANOS MEDICAL, INC.","ticker":"AVNS","filing_date":"2026-07-30"},{"id":22663,"accession_number":"0001606498-26-000115","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 1.02 discloses termination of the prior credit agreement \"concurrently with the closing of the Merger.\" The supplemental exhibit confirms completion of American Industrial Partners' acquisition of Avanos for $25.00 per share ($1.272 billion total), with the company becoming private and ceasing NYSE trading. This is a material change of control transaction, and Item 1.02 is being used here to disclose the ancillary debt repayment and credit facility termination that occurred as part of the merger closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"AVANOS MEDICAL, INC.","ticker":"AVNS","filing_date":"2026-07-30"},{"id":22664,"accession_number":"0001606498-26-000115","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger in which American Industrial Partners acquired Avanos Medical for approximately $1.272 billion, with stockholders receiving $25.00 per share in cash. The filing details the effective time conversion of common stock, treatment of equity awards (TRSUs, PRSUs, and options), and notes that Avanos will cease trading on the NYSE and become a private company. This is a material change-of-control transaction that fundamentally alters the registrant's status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"AVANOS MEDICAL, INC.","ticker":"AVNS","filing_date":"2026-07-30"},{"id":22665,"accession_number":"0001606498-26-000115","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of a material acquisition of Avanos Medical by American Industrial Partners affiliates in a transaction valued at approximately $1.272 billion, with stockholders receiving $25.00 per share in cash and the company becoming private. While Item 2.03 addresses creation of direct financial obligations, the core event is the closing of a change-of-control merger, which is the principal M\u0026A activity disclosed and incorporated by reference from Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"AVANOS MEDICAL, INC.","ticker":"AVNS","filing_date":"2026-07-30"},{"id":22666,"accession_number":"0001606498-26-000115","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Item 3.01 discloses that Avanos Medical notified the NYSE of the completion of a merger and requested suspension of trading and delisting of its common stock. The company's shares, formerly trading under ticker \"AVNS\" on the NYSE, were suspended prior to opening on July 27, 2026, and the company intends to file Form 15 to deregister and suspend reporting obligations. This is a going-private transaction valued at approximately $1.272 billion where stockholders receive $25.00 per share in cash, resulting in the company ceasing to be a public company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"AVANOS MEDICAL, INC.","ticker":"AVNS","filing_date":"2026-07-30"},{"id":22667,"accession_number":"0001606498-26-000115","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 3.03 discloses the completion of a material acquisition and change of control: American Industrial Partners' affiliates have acquired Avanos Medical in a transaction valued at approximately $1.272 billion, with stockholders receiving $25.00 per share in cash and the company ceasing to trade on the NYSE to become private. This is a fundamental change of control event that materially affects all security holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"AVANOS MEDICAL, INC.","ticker":"AVNS","filing_date":"2026-07-30"},{"id":22668,"accession_number":"0001606498-26-000115","item_number":"5.01","item_title":"Changes in Control of Registrant","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 5.01 discloses completion of a merger in which American Industrial Partners acquired Avanos Medical for approximately $1.272 billion at $25.00 per share in cash, resulting in a change of control and Avanos becoming a wholly-owned subsidiary of the acquirer. The press release confirms the closing of this acquisition transaction, which is a material M\u0026A event requiring disclosure under Item 5.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"AVANOS MEDICAL, INC.","ticker":"AVNS","filing_date":"2026-07-30"},{"id":22669,"accession_number":"0001606498-26-000115","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Although Item 5.02 discloses director and officer changes, the core material event is the completion of American Industrial Partners' acquisition of Avanos Medical for approximately $1.272 billion ($25.00 per share in cash), with the company transitioning to private status. The Item 5.02 content is explicitly incorporated by reference from Item 2.01 (the merger completion), making the M\u0026A activity the principal disclosed event. The director and officer changes are consequences of the merger's effective time, not standalone governance events.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"AVANOS MEDICAL, INC.","ticker":"AVNS","filing_date":"2026-07-30"},{"id":22670,"accession_number":"0001606498-26-000115","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Although Item 5.03 formally addresses amendments to the Certificate of Incorporation and Bylaws, the substance disclosed is the completion of a material acquisition and change of control. The Item 5.03 text explicitly incorporates Item 2.01 by reference and describes how Avanos's governing documents were amended \"at the Effective Time\" of a \"Merger Agreement\" to reflect the Merger Subsidiary's structure. The supplemental press release confirms the closing of American Industrial Partners' acquisition of Avanos for $25.00 per share (approximately $1.272 billion), with the company becoming private and ceasing NYSE trading. This is a material M\u0026A completion event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"AVANOS MEDICAL, INC.","ticker":"AVNS","filing_date":"2026-07-30"},{"id":22671,"accession_number":"0001606498-26-000115","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of a merger in which American Industrial Partners acquired Avanos Medical for approximately $1.272 billion at $25.00 per share in cash. The transaction results in Avanos ceasing to trade on the NYSE and becoming a private company. This is a material change of control and acquisition event that fundamentally alters the registrant's status and ownership structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-02T02:15:38.961008+00:00","company_name":"AVANOS MEDICAL, INC.","ticker":"AVNS","filing_date":"2026-07-30"}]}